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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934


(Amendment No.  )

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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material under Rule 14a-12

LOGO


STERICYCLE, INC.


(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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LOGO

We protect what matters.

2019 PROXY STATEMENT

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Filing Party:

Our Company

At A Glance

Stericycle is a globalbusiness-to-business services company. We provide an
array of highly specialized solutions serving healthcare organizations and
commercial businesses of every size. Since our founding in 1989, we have
grown from a smallstart-up in medical waste management into a leader
across a range of increasingly complex and highly regulated arenas, such
as:

• Regulated waste management and compliance solutions

• Secure information destruction

• Environmental and sustainable solutions

• Brand protection solutions

• Patient and customer communication solutions

Every organization today must comply with increasingly strict regulatory
guidelines and quality controls in the delivery of their core businesses.
Large or small, businesses can’t always do it on their own. They seek out
Stericycle to help them. We have the expertise and passion to take on
many complicated and oftenbehind-the-scenes services our clients don’t
always know how to do well but that ultimately make their businesses
better.

OUR PURPOSE:

To help our customers fulfill their
promises by providing solutions
that protect people and brands,
promote health and safeguard
the environment.

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LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

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(4)
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Date Filed:
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FOUNDED IN 1989 HEADQUARTERS LAKE FOREST, IL 2017 REVENUETABLE OF $3.6 BILLION 680+ locations IN 21 COUNTRIES MORE THAN ONE MILLION CUSTOMERS WORLDWIDE 23,200+TEAM MEMBERS

Letter from the Chairman

DEAR SHAREHOLDERS –

At the beginning of 2018, Stericycle announced a comprehensive, multi-year program to transform the Company for long-term sustainability and to drive profitable growth and long-term shareholder returns. As part of this Business Transformation, we are rationalizing our business portfolio and monetizingnon-strategic assets, standardizing business processes around the globe and driving a metrics-driven culture. The backbone of this Transformation is an enterprise resource planning (ERP) platform which we expect will achieve efficiencies by reducing the number of information technology platforms, automating workflows, streamlining operations, and providing real-time, actionable data to all levels of the organization.

A similar transformation is underway regarding Stericycle’s governance. Over the past several years, the Board of Directors has been executing on a series of purposeful steps to evolve our governance, executive leadership, and financial controls. I’d like to take this opportunity to share this progress with you.

Governance Enhancements Aligned with Best Practices

The Board is focused on ensuring that we have the right skills and experience and fresh perspective on the Board to support the Company and provide effective oversight during the Business Transformation. To that end, we have added seven new Directors since the beginning of 2017.

CONTENTS


With this continued refreshment and our two recently appointed directors, our Board will have an average tenure of approximately two and half years with no members (excluding the Chief Executive Officer, who has announced his retirement) having served as a director of Stericycle for more than seven years. In comparison, the average tenure for the S&P 500 and Russell 3000 is nine years.

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I was appointed as Independent Chairman in 2018 after joining the Board in 2017, and we have refreshed the composition and leadership of all of our Board committees during this time.

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Our skills matrix (included with the enclosed proxy statement) highlights the depth and breadth of our Board’s diverse skills, experiences and attributes, including significant experience with business transformation and financial controls.

Expanded Stericycle’s Leadership Team Breadth of Expertise

In addition to these significant changes to the Board, we have reconstituted the executive leadership team to ensure we have the right expertise and operational experience necessary to successfully drive the Company forward. Earlier this year we announced that Cindy J. Miller, who joined Stericycle as President and Chief Operating Officer in October 2018, will succeed Charlie A. Alutto as Chief Executive Officer, following Charlie’s retirement in May 2019. Cindy’s appointment as CEO was the culmination of a thoughtful executive leadership development and succession planning process designed to ensure the Company is strongly positioned to execute its Business Transformation and enhance financial and operational performance.

In addition to Cindy’s appointment as CEO, since 2017, we have appointed six new, highly-experienced executives to our senior leadership team:

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William J. Seward as Executive Vice President and Chief Commercial Officer;

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Richard M. Moore as Executive Vice President of North American Operations;

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Joseph A. Reuter as Executive Vice President and Chief People Officer;


Michael Weisman as Executive Vice President and Chief Ethics and Compliance Officer;

Kurt M. Rogers as Executive Vice President and General Counsel; and

David W. Stahl as Executive Vice President and Chief Information Officer.

Additionally, Daniel Ginnetti, currently Executive Vice President and Chief Financial Officer, will transition to the position of Executive Vice President of International upon the appointment of a new Chief Financial Officer.

Strengthening Internal Controls

The Board, and particularly the Audit Committee, has been deeply engaged in overseeing the Company’s efforts to improve financial reporting, controls and disclosures, and we’ve made substantial progress since 2016. Moreover, following the implementation of the new ERP system (targeted to begin in the U.S. and Canada during 2020 and internationally in 2021), Stericycle expects to benefit from significantly enhanced systems and processes that will streamline and automate financial controls and reporting. Some highlights of this progress include:

Stericycle has upgraded and expanded corporate and business unit finance, accounting and reporting, and information technology teams, and aligned incentive plans with effective internal controls.

With the guidance of industry-leading experts, we’ve been working diligently to mitigate material weaknesses and have made significant progress expanding policies, standardizing control processes, segregating duties, formalizing routine financial reviews, and training team members.

We’ve expanded our technical accounting team and the use of specialist involvement fornon-routine transactions, highly complex areas of accounting, and adoption of new accounting standards to ensure appropriate accounting.

We are leveraging advanced technology to monitor revenue recognition activities and implemented continuous monitoring of global financial reporting controls.

We’ve created a robust Disclosure Committee Process led by the General Counsel and Chief Accounting Officer.

The Board of Directors believes strongly that Stericycle is an excellent company and we are excited about its future. We enjoy a leadership position in our large and growing core markets. Our business model focused on compliance-based, recurring service needs remains sound. Our customers are loyal and respond with strong satisfaction scores. Our team members are talented industry experts who have a passion for the work they do.

While the Company’s growth has been stagnant for the past two years, we believe it is a temporary and transitional phase. Stericycle is in the process of reinventing itself and reimagining its future and the changes are apparent in almost everything we do, from servicing our customers, to leading our teams, to advancing the technology we use, and to oversight and engagement from the Board.

On behalf of the Board of Directors, thank you for your investment in Stericycle. We ask for your voting support of our recommended actions on the items described in this proxy statement and will continue to work diligently to earn and keep your trust.

Sincerely,

LOGO

Robert S. Murley

Chairman

LOGO

Notice of 20192021 Annual Meeting of Stockholders

Wednesday, May 22, 2019

26, 2021

8:30 a.m. Central Daylight Time

Loews Chicago O’Hare Hotel

5300 N. River Road

Rosemont, IL 60018

DEAR STOCKHOLDER:

You are cordially invited to attend our 20192021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 22, 201926, 2021 at 8:30 a.m. Central Daylight TimeTime. The Annual Meeting will be a completely virtual meeting of stockholders. You may attend the online meeting, submit questions, and vote your shares electronically during the meeting via the internet by visiting www.virtualshareholdermeeting.com/SRCL2021. To enter the Annual Meeting you will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the Loews Chicago O’Hare Hotel, 5300 N. River Road, Rosemont, IL 60018.

meeting to ensure that you are logged in when the meeting starts.

At the Annual Meeting, you will be asked to consider and vote on the following matters:

1.

the election to the Board of Directors (the “Board”) of the tentwelve nominees for director named in this proxy statement;

2.

an advisory vote to approve executive compensation (the“say-on-pay” “say-on-pay” vote);

3.

approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan;

4.
ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019;

2021;

4.5.

a stockholder proposal entitled Improve our Excess Baggage Special Shareholder Meeting Improvement,“Right”, if it is properly presented at our Annual Meeting; and

5.6.

any other matter thata stockholder proposal with respect to amendment of our compensation clawback policy, if it is properly comes before thepresented at our Annual Meeting.

Only stockholders of record at the close of business on the record date of March 28, 201931, 2021 are entitled to vote at the Annual Meeting.

If

It is important that your shares are voted, whether or not you plan to attend the meeting in person, please email your requestvirtual meeting. You are encouraged toInvestor@Stericycle.com. If you are the beneficial owner of shares held in street name, you must also provide confirmation of your stock ownership. All requests for admission must be received by May 15, 2019. Admission is not transferable.

If you do not plan to attend the Annual Meeting, please promptly vote your shares, by telephone, viaas instructed in the internet atwww.proxyvote.com,or, if you received a paper copyNotice of Internet Availability of Proxy Materials, as soon as possible. You may also follow the materials, by signing, dating and returninginstructions on the accompanying proxy card or voting instruction card. If you return your proxy card and later decideNotice of Internet Availability of Proxy Materials to attend the Annual Meeting and then vote in person, your earlier proxy (or earlier vote by telephone or Internet)request a paper proxy card, which will be revoked.include a reply envelope, to submit your vote by mail. Your attendance at the Annual Meeting,prompt response will help reduce solicitation costs incurred by itself, does not revoke an earlier proxy. If for any other reason you want to revoke your proxy, you may do so at any time before your proxy is voted.

us.

For the Board of Directors

Dated: April 10, 2019

Lake Forest,14, 2021

Bannockburn, Illinois


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LOGOLOGO
Robert S. Murley
​​
Cindy J. Miller
Chairman of the Board
​

​

President and Chief Operating Officer

Chief Executive Officer Elect

Important Notice Regarding the Availability of Proxy Materials for the 2019

2021

Annual Meeting of Stockholders to be Held on May 22, 2019:

26, 2021:

The Proxy Statement Notice of Annual Meeting and 20182020 Annual Report to


Stockholders are available atwww.proxyvote.com

Stericycle, Inc. - 2019 Proxy Statement1

TABLE OF CONTENTS

Table of Contents

SUMMARY INFORMATION
4
2
GENERAL INFORMATION6
STOCK OWNERSHIP10
Stock Ownership by Directors and Officers10
Stock Ownership of Certain Stockholders11

ITEM 1  ELECTION OF DIRECTORS FOR A ONE-YEAR TERM

12
6
Board Refreshment
6
Voting in Uncontested Director Elections
12
7
Board Refreshment12
Nominees for Director
14
8
Director Qualifications
16
11
Committees of the Board
18
12
Board Leadership
20
14
Corporate Governance
21
15
Sustainability at Stericycle
19
Code of Conduct
25
22
Section 16(a) Beneficial Ownership Reporting Compliance25
Additional Information
25
23
Communications with the Board
25
23
Director Compensation
26
23

ITEM 2  ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

28
25
Compensation Discussion and Analysis
26
COMPENSATION DISCUSSION AND ANALYSISCompensation Committee Report
29
42
2020 Summary Compensation Table
43
Executive Summary2020 Grants of Plan-Based Awards
29
45
Our Compensation-Setting Process2020 Outstanding Equity Awards at Fiscal Year-End
32
46
2018 Compensation Program Highlights2020 Option Exercises and Stock Vested
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48
Our Executive Compensation Program for 2019Potential Payments Upon Termination or Change in Control
38
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OtherNon-Qualified Deferred Compensation Matters
40
51
CEO Pay Ratio
51
COMPENSATION COMMITTEE REPORT
42
ITEM 3  APPROVAL OF THE STERICYCLE, INC. 2021 LONG-TERM INCENTIVE PLAN
52
2018 SUMMARY COMPENSATION TABLE
43
2018 GRANTS OF PLAN-BASED AWARDS45
2018 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END47

2Stericycle, Inc. - 2019 Proxy Statement

2018 OPTION EXERCISES AND STOCK VESTED50

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGEIN-CONTROL

51
Nonqualified Deferred Compensation52

ITEM 34  RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20192021

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Audit Committee Report
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AUDIT COMMITTEE REPORT
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ITEM 45  STOCKHOLDER PROPOSAL ENTITLED IMPROVE OUR EXCESS BAGGAGE SPECIAL SHAREHOLDER MEETING IMPROVEMENT“RIGHT”

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OTHER MATTERSITEM 6  STOCKHOLDER PROPOSAL WITH RESPECT TO AMENDMENT OF OUR COMPENSATION CLAWBACK POLICY
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STOCKHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETINGGeneral Information
60
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Stock Ownership
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Stockholder Proposals for the 2022 Annual Meeting
75
APPENDIX A DEFINITION AND RECONCILIATION OFNON-GAAP MEASURES
61

76
Stericycle, Inc. - 2019 Proxy Statement
APPENDIX B STERICYCLE, INC. 2021 LONG-TERM INCENTIVE PLAN
3
80
Stericycle, Inc. - 2021 Proxy Statement  1

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SUMMARY INFORMATION

This summary highlights information contained elsewhere in this proxy statement. It does not contain all information that you should consider, and you should read the entire proxy statement carefully before voting. In this proxy statement, “we,” “us,” “our,” “Stericycle” and the “Company” all refer to Stericycle, Inc.

Annual Meeting of Stockholders


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Time and Date:

​

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8:30 a.m. central daylight timeCentral Time on Wednesday, May 22, 2019

26, 2021
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 Place:

​
Place:

Loews Chicago O’Hare Hotel

5300 N. River Road

Rosemont, IL 60018

​		​
The completely virtual Annual Meeting will be held at
www.virtualshareholdermeeting.com/SRCL2021.
​

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Record Date:

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March 28, 2019

31, 2021
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 Voting:

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Voting:

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Stockholders as of the record date are entitled to vote

vote.
​

 Attendance:

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Stockholders who wish to attend the meeting in person should email their request toInvestor@Stericycle.com by May 15, 2019.

Proxy Materials:

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This proxy statement and our annual report to stockholders (which includes a copy of our Annual Report on Form10-K for the year ended December 31, 2018)2020) are first being made available to stockholders on or about April 10, 2019.

14, 2021.
​

Meeting Agenda and Voting Recommendations


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Agenda Item
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Board
Recommendation
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Page
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  Agenda Item​
Election of twelve directors

Board

Recommendation

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FOR Page each Nominee
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6
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Election of ten directors

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FOR each Nominee

12 

Advisory vote to approve executive compensation (the“say-on-pay” “say-on-pay” vote)

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FOR

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FOR

28 

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25
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Approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan
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FOR
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52
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019

2021
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FOR

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FOR

55 

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61
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Stockholder proposal entitled Improve our Excess Baggage Special Shareholder Meeting Improvement

“Right”
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AGAINST

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AGAINST

58 

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64
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Stockholder proposal with respect to amendment of our compensation clawback policy
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AGAINST
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67
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2  Stericycle, Inc. - 2021 Proxy Statement

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4Stericycle, Inc. - 2018 Proxy Statement

Board Nominees


The following table provides summary information about the nominees for director. Each director is elected by a majority of votes cast.

  Nominee Age  

Director

Since

  Principal Occupation Current Committees

Robert S. Murley

 69  2017  

Chairman of the Board, Stericycle, Inc.;

Senior advisor, Credit Suisse, LLC

 

None

Cindy J. Miller(1)

 56  2019  

President and Chief Operating Officer, Stericycle Inc.

Chief Executive Officer Elect

 None

Brian P. Anderson

 68  2017  Former executive vice president of OfficeMax Incorporated 

•   Audit (Chair)

Lynn D. Bleil

 55  2015  Former senior partner McKinsey & Company 

•   Compensation

 

•   Nominating and Governance (Chair)

Thomas F. Chen

 69  2014  Former senior vice president and president of international nutrition, Abbott Laboratories 

•   Compensation

 

•   Nominating and Governance

J. Joel Hackney, Jr.

 49  2019  Chief Executive Officer of nThrive, Inc. 

•   Nominating and Governance

Veronica M. Hagen

 73  2018  Former President and Chief Executive Officer of Polymer Group Inc. 

•   Audit

Stephen C. Hooley

 56  2019  Former Chairman and Chief Executive Officer of DST Systems, Inc. 

•   Compensation

Kay G. Priestly

 63  2018  Former Chief Executive Officer of Turquoise Hill Resources Ltd. 

•   Audit

Mike S. Zafirovski(2)

 65  2012  Former director, president and chief executive officer of Nortel Networks Corporation. 

•   Compensation

 

•   Nominating and Governance

(1)

Ms. Miller was appointed as President and Chief Executive Officer effective May 2, 2019.

(2)

Mr. Zafirovski is expected to be named as Chair of the Compensation Committee at the Board Meeting to be held in May 2019. He will succeed the current committee Chair, Thomas D. Brown, who is not standing forre-election at the Annual Meeting.

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Nominee
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Age
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Director
Since
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Principal Occupation
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Current Committees
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Robert S. Murley
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71
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2017
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Chairman of the Board, Stericycle, Inc.; Senior Advisor, Credit Suisse, LLC
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None
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Cindy J. Miller
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58
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2019
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President and Chief Executive Officer, Stericycle Inc.
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•  Operations and Safety
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Brian P. Anderson
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70
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2017
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Former Senior Vice President and Chief Financial Officer, OfficeMax Incorporated
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• Audit (Chair)
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Lynn D. Bleil
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57
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2015
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Former Senior Partner, McKinsey & Company
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• Compensation
•  Nominating and Governance (Chair)
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Thomas F. Chen
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71
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2014
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Former Senior Vice President and President of International Nutrition, Abbott Laboratories
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• Compensation
•  Nominating and Governance
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J. Joel Hackney, Jr.
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51
​​
2019
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Former Chief Executive Officer, nThrive, Inc.
​​
•  Nominating and Governance
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Veronica M. Hagen
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75
​​
2018
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Former President and Chief Executive Officer, Polymer Group Inc.
​​
• Audit
•  Operations and Safety (Chair)
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Stephen C. Hooley
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58
​​
2019
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Former Chairman and Chief Executive Officer, DST Systems, Inc.
​​
• Audit
• Compensation
•  Operations and Safety
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James J. Martell
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66
​​
2020
​​
Former Chairman and Chief Executive Officer, Express-1 (the predecessor company to XPO Logistics, Inc.)
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• Compensation
•  Operations and Safety
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Kay G. Priestly
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65
​​
2018
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Former Chief Executive Officer, Turquoise Hill Resources Ltd.
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• Audit
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James L. Welch
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66
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2020
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Former Chief Executive Officer, YRC Worldwide
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• Audit
•  Operations and Safety
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Mike S. Zafirovski
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67
​​
2012
​​
Former Director, President and Chief Executive Officer, Nortel Networks Corporation
​​
• Compensation
(Chair)
•  Nominating and Governance
Compensation Highlights


Our compensation program is performance oriented and designed to incentincentivize our executive officers to improve our operating performance and thereby create value for all of our stockholders. The following table sets forth the 20182020 compensation for each named executive officer as determined under the rules of the U.S. Securities and Exchange Commission (“SEC”). See the notes accompanying the Summary Compensation Table herein for more information.

  Named Executive Officer Salary  Bonus  Option
Awards		  Stock
Awards		  Non-Equity
Incentive Plan
Compensation		  All Other
Compensation		  

Total 

Compensation 

 

Charles A. Alutto

 $1,000,000   –  $1,289,942  $ 1,582,185  $ 241,800  $5,693  $  4,119,620  

Cindy J. Miller

  156,250   –   894,995   822,209   –   33,526   1,906,980  

Daniel V. Ginnetti

  550,000   –   482,280   591,531  $99,743   3,000   1,726,554  

Kurt M. Rogers

  400,000   –   244,217   299,529  $58,032   3,000   1,004,778  

Ruth-Ellen Abdulmassih

  370,000  $327,541   234,438   287,535  $58,153   26,681   1,304,348  

Joseph B. Arnold

  550,000   –   482,280   591,531  $99,743   1,012,005   2,735,559  

Brenda R. Frank

  367,692  $198,616   252,546   309,704   –   19,571   1,148,129  
​
Named Executive Officer
​​
Salary
($)
​​
Stock
Awards
($)
​​
Non-Equity
Incentive Plan
Compensation
($)
​​
All Other
Compensation
($)
​​
Total
Compensation
($)
​
​
Cindy J. Miller
​​
936,923
​​
2,781,335
​​
1,821,798
​​
34,172
​​
5,574,228
​
​
Janet H. Zelenka
​​
602,308
​​
1,145,505
​​
846,529
​​
3,000
​​
2,597,342
​
​
Daniel V. Ginnetti
​​
575,000
​​
911,514
​​
684,394
​​
3,000
​​
2,173,908
​
​
Kurt M. Rogers
​​
318,077
​​
1,108,134
​​
418,865
​​
3,000
​​
1,848,076
​
​
S. Cory White
​​
440,000
​​
599,941
​​
707,497
​​
97,344
​​
1,844,782
​
Stericycle, Inc. - 2021 Proxy Statement  3

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Supporting the Global Fight Against the COVID-19 Pandemic
We protect what matters. This simple statement serves as an important commitment from Stericycle team members around the world, and our continued role as an essential part of the healthcare community in the fight against the COVID-19 pandemic served as proof of our commitment and leadership. We’ve never been prouder of our team. Since the start of the pandemic, our team members have remained dedicated to serving our customers, supporting our business, and protecting our communities.

We were honored to be recognized with a 2020 BIG (Business Intelligence Group) Award for Business in the enterprise category, which specifically recognized our important efforts to mitigate the spread of COVID-19.
​​

From the start, we were ready to serve

​​
As the pandemic started to unfold, our teams worked closely with key regulatory agencies to determine and implement best practices for the proper packaging, transportation and treatment of COVID-19-generated medical waste. We provided leadership to the healthcare industry as hospitals and clinics sought information on how to safely and compliantly manage their COVID-related medical waste. In the U.S., we established a Coronavirus Knowledge Center for the healthcare community ¬and hosted well-attended webinars on managing COVID-19 medical waste.
Our leadership and commitment positioned us at the forefront
As countries around the world reacted to the emerging pandemic in early 2020, the scale of our infrastructure, depth of our industry expertise, and breadth of our relationships positioned Stericycle Inc. - 2019 Proxy Statementat the forefront of COVID-19 medical waste response. As evidence of our leadership, we supported critical temporary hospitals, like the USNS Comfort, the Javits Center in New York, Principality Stadium in Wales, large grocery stores turned into hospitals in Portugal, and converted hotels in Spain. We also partnered with leading healthcare providers, pharmacy chains, and university laboratories to provide medical waste services to more than 4,500 testing centers in the U.S. plus the additional sites across the international markets we serve.
​​5

Protecting our team was a priority

​​
To protect the health and well-being of our front-line team members serving hospitals and the healthcare community, we worked with a disciplined sense of urgency to update policies and procedures and implemented new protocols specifically to reduce exposure risk. Our strategic sourcing team worked diligently to provide our field operations employees with appropriate personal protective equipment (PPE). We staggered shift times and dedicated trucks to specific drivers to reduce exposure and potential of spreading of COVID-19. Finally, we implemented more rigorous cleaning protocols for our facilities.

As shelter-in-place orders took effect in 2020, we shifted several thousand team members around the globe to work from home. This widespread work-from-home environment led to new development opportunities to support our managers and supervisors on techniques to support business productivity and maintain connectivity. Additionally, we significantly increased our routine company-wide communication with our team members to keep our organization united and focused on serving our customers.

GENERAL INFORMATION

Why Did I Receive This

4  Stericycle, Inc. - 2021 Proxy Statement and Other Materials?

The Board of Directors (the “Board”) of Stericycle, Inc. is soliciting proxies to vote shares of our common stock at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 22, 2019 at 8:30 a.m. central daylight time, at the Loews Chicago O’Hare Hotel, 5300 N. River Road, Rosemont, IL 60018.

This proxy statement and our annual report to stockholders (which includes a copy of our Annual Report on Form10-K for the year ended December 31, 2018), are first being made available to stockholders on or about April 10, 2019. Although both are made available together, our annual report to stockholders is not part of this proxy statement.

What Will Stockholders Vote on at the Annual Meeting?

Stockholders will vote on following matters at the Annual Meeting:

the election to the Board of the ten nominees for director named in this proxy statement (Item 1);

an advisory vote to approve executive compensation (the“say-on-pay” vote) (Item 2);

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Item 3);
a stockholder proposal entitled Special Shareholder Meeting Improvement, if properly presented at the Annual Meeting (Item 4); and

any other matter that properly comes before the Annual Meeting.

What Are the Board’s Voting Recommendations?

TABLE OF CONTENTS

The Board recommends that you vote your shares:

FOR each of the ten nominees for election to the Board (Item 1);
New business relationships and customer needs emerged

​​
As businesses in the U.S. began to reopen following shelter-in-place orders, many organizations were faced with the new challenge of managing soiled PPE. The disposal of COVID-related PPE in the non-healthcare setting is not regulated. However, some businesses sought to reduce the risk of spreading disease with a disposal solution beyond the solid waste trash can for the gloves and masks worn by employees. Stericycle was ready with a PPE disposal solution for businesses outside of healthcare settings with both pick-up and mailback options for businesses large and small.

FOR the advisory vote to approve executive compensation (Item 2);
We were among the many preparing for vaccine distribution
As healthcare providers and governments readied for the distribution of vaccines, Stericycle was again operating behind the scenes. Our team supported the U.S. efforts to accelerate the development, manufacturing, and distribution of COVID-19 vaccines, ensuring that proper sharps disposal was a part of the plan for vaccine distribution. In anticipation of increased demand for medical waste disposal solutions due to the vaccine, we modernized our mailback distribution center to increase production of sharps disposal mailback kits by over 200%, and we increased our available inventory of reusable sharps containers for hospitals.
​​

The need for our services to battle the pandemic continues

​​
Today, we are actively supporting the growing number of vaccination sites, disposing of millions of used vaccines safely, securely, and compliantly. With our vast network and infrastructure, we are already prepared to manage higher vaccination volumes with potential increases in demand for service pick-ups or medical waste treatment capacity. Additionally, Stericycle supports the rapid deployment of vaccinations across North America through our Communications Solutions business, which assists hospitals with coordinating individual vaccination appointments with patient hotlines, scheduling services, and appointment reminders.
Stericycle is part of the effort as healthcare fights COVID-19
The battle against COVID-19 is being fought across the entire healthcare community, including device manufacturers, laboratories, testing centers, hospitals, clinics, biopharmaceutical manufacturers, and plasma centers. The proper management of medical waste is a critical underpinning for each of these organizations to ensure safe and compliant disposal of potentially infectious material generated in each of their operations. As the global leader in management of regulated medical waste, we are proud to support the wide range of healthcare organizations that promote and protect our health and well-being every day.
​​

FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Item 3); andStericycle, Inc. - 2021 Proxy Statement  5

AGAINST the stockholder proposal (Item 4).

Who May Vote at the Annual Meeting?

Only stockholders of record as of the close of business on March 28, 2019 are entitled to vote at the Annual Meeting. Each outstanding share of common stock as of the record date is entitled to one vote on all matters that come before the meeting. There is no cumulative voting.

As of the close of business on the record date of March 28, 2019, there were 90,771,802 shares of our common stock issued and outstanding.

Why Did I Receive Only aOne-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of Receiving a Full Set of Printed Proxy Materials?

In accordance with the “notice and access” rules of the SEC, we have elected to provide access to our proxy materials, including this proxy statement and our annual report to stockholders, over the internet, and accordingly, we mailed our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 10, 2019. This Notice contains instructions on how to access our proxy materials over the internet, how to request a printed or

electronic copy of these materials and how to vote by internet, telephone or mail. The voting facilities over the internet or by telephone will remain open until 11:59 p.m. eastern daylight time on May 21, 2019.

The Notice is not a proxy card and cannot be used to vote your shares.

6Stericycle, Inc. - 2019 Proxy Statement

GENERAL INFORMATION

What Is the Difference Between a Stockholder of Record and a Beneficial Owner of Shares Held in Street Name?

If your shares are registered directly in your name with our stock registrar and transfer agent, EQ Shareowner Services, you are considered the stockholder of record for those shares and have the right to vote those shares directly. You may vote in person at the Annual Meeting or by proxy.

If your shares are held in an account at a brokerage firm, bank or other nominee (for convenient reference, a “broker”), you are considered the beneficial owner of those shares, which are said to be held in “street name,” and the broker is considered the stockholder of record for voting

purposes. As the beneficial owner you cannot vote the shares in your account directly, but you have the right to instruct the broker how to vote them.

As a beneficial owner, you are invited to attend the Annual Meeting, but because you are not a stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a valid proxy from your broker.

See “How Can I Attend the Annual Meeting?” below for further information and instructions.

If I Am a Stockholder of Record, How Do I Vote?

You may vote in several ways. You may vote in person at the Annual Meeting, or you may vote by proxy over the internet or by telephone by following the instructions provided in the Notice.

In addition, if you request copies of our proxy materials in printed form, you may vote by completing and signing the proxy card included in the materials and returning it in the postage-paid envelope provided.

If I Am a Beneficial Owner of Shares Held in Street Name, How Do I Instruct My Broker How to Vote?

If you are a beneficial owner of our common stock, the Notice was forwarded to you by your broker. You may instruct your broker how to vote over the internet or by telephone by following the instructions provided by your broker.

In addition, if you request copies of our proxy materials in printed form, you may instruct your broker how to vote by completing and signing the voting instruction card included in the materials and returning it in the postage-paid envelope provided.

What Happens if I Am a Stockholder of Record and Sign and Return the Proxy Card But Do Not Make Any Voting Choices?

The proxy holders (the persons named as proxies) will vote your shares in accordance with the Board’s voting recommendations for Items 1 through 4 described in this proxy statement. See “What Are the Board’s Voting Recommendations?” above.

We do not expect that any other matters will properly come before the Annual Meeting. If, however, any other matters do come before the meeting, the proxy holders will vote your shares in accordance with their judgment.

What Happens if I Am a Beneficial Owner of Shares Held in Street Name and Do Not Give Voting Instructions to My Broker?

Under the stock exchange and other rules governing brokers who are voting shares held in street name, brokers have authority to vote those shares at their discretion on “routine” matters but may not vote those shares on“non-routine” matters. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Item 3) is considered a routine matter under the relevant rules. All of the other items to be voted on (Items 1, 2 and 4) are considerednon-routine matters.

A “brokernon-vote” occurs when your broker returns a proxy card for your shares held in street name but does not vote on

a particular matter because (i) the broker has not received voting instructions from you and (ii) the broker does not have authority to vote on the matter without instructions because the matter is of anon-routine nature. Brokernon-votes will not have any effect on the result of the vote when they occur. There will not be any brokernon-votes on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019 (Item 3) because brokers will have discretionary authority to vote on this matter.

Stericycle, Inc. - 2019 Proxy Statement7

GENERAL INFORMATION

What Is the Quorum Required for the Annual Meeting?

Holders of a majority of our outstanding shares entitled to vote at the Annual Meeting who are present in person or represented by proxy will constitute a quorum to conduct business at the Annual Meeting.

If you are a stockholder of record and vote your shares by proxy, your shares will be counted for purposes of

determining whether a quorum is present even if your voting choice is to abstain. Similarly, if you are a beneficial owner of shares held in street name and do not give voting instructions to your broker, your shares will be counted for purposes of determining whether a quorum is present if your broker votes your shares on any routine matter.

What Are My Choices in Voting on the Matters to Be Voted on at the Annual Meeting?

On Item 1 (the election of directors), you may vote “For” or “Against” each individual nominee or “Abstain” from voting on the nominee’s election.

On Item 2 (thesay-on-pay vote), Item 3 (ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019), and Item 4 (the stockholder proposal), you may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal.

What Are the Voting Requirements to Approve the Matters to Be Voted on at the Annual Meeting?

TABLE OF CONTENTS

Item 1 (election of directors): Each nominee for election as a director will be elected by the vote of a majority of the votes cast and therefore must receive more “For” votes than “Against” votes in order to be elected as a director. Abstentions and brokernon-votes will not have any effect on the result of the vote.

Item 2 (thesay-on-pay vote): This proposal requires for approval the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokernon-votes will not have any effect on the result of the vote.

Item 3 (ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm

for 2019): This proposal requires for approval the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokers will have discretionary authority to vote on Item 3, and therefore, there will not be any brokernon-votes on this matter.

Item 4 (the stockholder proposal): This proposal requires for approval the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokernon-votes will not have any effect on the result of the vote.

Can I Change My Vote after I Have Voted?

If you are a stockholder of record, you may change your vote by voting again over the internet or by telephone (before those voting facilities are closed at 11:59 p.m. eastern daylight time on May 21, 2019) or by returning a new, properly completed proxy card bearing a later date than the date of your original proxy card. In addition, you may revoke your proxy by attending the Annual Meeting in person and requesting to vote. Attendance at the meeting in person will

not, by itself, revoke your proxy. You may also revoke your proxy any time before the final vote at the Annual Meeting by filing a signed notice of revocation with the Secretary of the Company at 28161 North Keith Drive, Lake Forest, Illinois 60045.

If you are a beneficial owner of shares held in street name, you may revoke your proxy by following the instructions provided by your broker.

How Can I Find Out the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, if available. The final voting results will be tallied by the inspector of elections and reported in a Current

Report on Form8-K which we will file with the SEC within four business days following the Annual Meeting.

8Stericycle, Inc. - 2019 Proxy Statement

GENERAL INFORMATION

Who Is Paying for the Cost of This Proxy Solicitation?

We will bear the cost of this proxy solicitation. We have retained Georgeson, Inc. to help us solicit proxies. We will pay Georgeson Inc. a base fee of $20,000 plus reasonable expenses for its services. Some of our officers and employees may solicit proxies by personal conversations,

telephone, regular mail or email, but they will not receive any additional compensation for doing so. We will reimburse brokers and others for their reasonable charges and expenses in forwarding our proxy materials to stockholders who are beneficial owners of shares of our common stock.

Multiple Individuals Residing in My Home Are Beneficial Owners of Stericycle Common Stock. Why Did We Receive Only One Mailing?

We are sending only one envelope with multiple Notices to you if you share a single address with another stockholder, unless we have received instructions to the contrary from you. This practice, known as “householding,” is designed to eliminate duplicate mailings, conserve natural resources and reduce our printing and mailing costs. We will promptly deliver a separate Notice to you upon written or verbal request. If you

wish to receive duplicate mailings in the future, you may contact Investor Relations, Stericycle, Inc., 28161 North Keith Drive, Lake Forest, Illinois 60045. If you currently receive multiple Notices, you can request householding by contacting our Investor Relations as described above. If you own your shares through a broker, you can request householding by contacting the holder of record.

How Can I Attend the Annual Meeting?

We encourage our stockholders to attend the Annual Meeting. If you plan to attend the meeting in person, please email your request toInvestor@Stericycle.com. If you are the beneficial owner of shares held in street name, you must also provide confirmation of your stock ownership (for example, by providing a copy of a brokerage firm statement).

All requests for admission must be received by May 15, 2019. Admission is not transferable and will admit only the stockholder or stockholders to whom it was issued.

Stericycle, Inc. - 2019 Proxy Statement9

STOCK OWNERSHIP

Stock Ownership by Directors and Officers

The following table provides information about the beneficial ownership of shares of our common stock as of March 28, 2019 by (i) each of our directors, (ii) each of our named executive officers listed in the Summary Compensation Table herein, and (iii) all of our directors and executive officers as a group:

    Amount and Nature of
Beneficial  Ownership(1)		   Percent of
Class(2)		 

Directors

    

Charles A. Alutto(3)

   568,935    * 

Brian P. Anderson

   6,752    * 

Lynn D. Bleil

   17,520    * 

Thomas D. Brown

   56,827    * 

Thomas F. Chen

   30,094    * 

J. Joel Hackney, Jr.

   –    * 

Veronica M. Hagen

   –    * 

Stephen C. Hooley

   –    * 

Cindy J. Miller(3)

   –    * 

Mark C. Miller

   946,620    1.0% 

Robert S. Murley

   8,500    * 

Kay G. Priestly

   –    * 

Mike S. Zafirovski

   39,493    * 

Named Executive Officers

    

Daniel V. Ginnetti

   155,231    * 

Kurt M. Rogers

   5,634    * 

Ruth-Ellen Abdulmassih(4)

   69,458    * 

Joseph B. Arnold(5)

   157,011    * 

Brenda R. Frank(6)

   784    * 

All directors, named executive officers and executive officers as a group (23 persons)

  

 

2,067,396

 

  

 

2.3%

 

*

Less than 1%.

(1)

This column includes shares of common stock issuable upon the exercise of stock options exercisable as of or within 60 days after March 28, 2019. These shares are held as follows: Mr. Alutto 564,659 shares; Mr. Anderson, 2,933 shares; Ms. Bleil, 14,947 shares; Mr. Brown, 47,279 shares; Mr. Chen, 21,720 shares; Mr. Miller, 753,683 shares; Mr. Murley, 2,933 shares; Mr. Zafirovski, 32,602 shares; Ms. Abdulmassih, 67,339 shares, Mr. Arnold, 152,998 shares; Mr. Ginnetti, 148,581 shares and; Mr. Rogers, 5,296 shares. Also includes deferred stock units (“DSUs”) allocated to certain of our directors pursuant to our director compensation plan. Such DSUs are as follows: Mr. Anderson, 3,467 units; Ms. Bleil, 2,078 units; Mr. Brown, 4,933 units; Mr. Chen, 3,476 units; Mr. Murley, 4,264 units; and Mr. Zafirovski, 3,476 units.

(2)

Shares of common stock issuable under a stock option exercisable as of or within 60 days after March 28, 2019 are considered outstanding for purposes of computing the percentage of the person holding the option but are not considered outstanding for purposes of computing the percentage of any other person.

(3)

Mr. Alutto and Ms. Miller are also named executive officers. Mr. Alutto will retire as Chief Executive Officer and as a director effective May 2, 2019. Ms. Miller has been appointed Chief Executive Officer effective as of that date.

(4)

Ms. Abdulmassih ceased employment with the Company in January 2019.

(5)

Mr. Arnold ceased to be an executive officer of the Company in September 2018.

(6)

Ms. Frank ceased employment with the Company in November 2018.

10Stericycle, Inc. - 2019 Proxy Statement

STOCK OWNERSHIP

Stock Ownership of Certain Stockholders

Stock Ownership of Certain Stockholders

The following table provides information about the beneficial ownership of our common stock by each person who was known to us to be the beneficial owner as of the record date (March 28, 2019) of more than 5% of our outstanding common stock:

Name and Address of Beneficial Owner

  Amount and Nature of
Beneficial Ownership		   Percent of
Class		 

 

The Vanguard Group, Inc.(1)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

   8,172,270    9.02% 

 

T. Rowe Price Associates, Inc.(2)
100 E. Pratt Street
Baltimore, Maryland 21202

   9,181,105    10.1% 

 

BlackRock, Inc.(3)
55 East 52ndStreet
New York, New York 10055

   7,616,828    8.4% 

 

Baillie Gifford & Co.(4)
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Scotland

 

   

 

5,393,108

 

 

 

   

 

5.95

 

% 

 

(1)

Based on a Schedule 13G/A filed with the SEC on February 11, 2019, the Vanguard Group has sole voting power with respect to 41,023 shares, shared voting power with respect to 10,221 shares, sole dispositive power with respect to 8,129,059 shares and shared dispositive power with respect to 43,211 shares.

(2)

Based on a Schedule 13G/A filed with the SEC on February 11, 2019, T Rowe Price Associates, Inc. has sole voting power with respect to 3,711,270 shares and sole dispositive power with respect to 9,161,119 shares.

(3)

Based on a Schedule 13G/A filed with the SEC on February 6, 2019, BlackRock, Inc. has sole voting power with respect to 7,204,157 shares, and sole dispositive power with respect to 7,616,828 shares.

(4)

Based on a Schedule 13G filed with the SEC on February 8, 2019, Baillie Gifford & Co. has sole voting power with respect to 4,610,118 shares, and sole dispositive power with respect to 5,393,108 shares.

Stericycle, Inc. - 2019 Proxy Statement11

ITEM 1 Election of Directors for aOne-Year Term

Board Refreshment

In conjunction with our comprehensive, multi-year program to transform the Company for long-term sustainability and to drive profitable growth and long-term shareholder returns, we embarked on a similar transformation related to Corporate Governance.
As part of our continuing efforts to ensure that our Board has the right skills and experience to best oversee management and the execution of our strategy and the associated risks, we have added nine new directors since 2017 who have substantial experience in finance, accounting and financial reporting, transportation and logistics, information technology, and business transformation. In addition, since the beginning of 2017, several long-tenured directors have stepped down from the Board. As a result, the average tenure of the nominees for election as a director is less than four years.
We have also revamped our Board leadership. Robert S. Murley was elected as independent Chairman of the Board in March 2018 and new Chairs of the Audit, Compensation, and Nominating and Governance Committees were elected in 2017, 2019 and 2016, respectively. In 2020 we established an Operations and Safety Committee, and elected a new chair of that committee in 2021.
Our Board is currently composed of thirteentwelve directors. Mr. Alutto, Mr. BrownOn March 26, 2020, we entered into a Cooperation Agreement (the “Cooperation
Agreement”) with Saddle Point Management, L.P., Maxima Fund I, L.P. and Mr. Miller are not standing forre-election atRoy J. Katzovicz (collectively, the Annual Meeting. Therefore, effective as of the annual meeting of shareholders, our board of directors has fixed“Investors”) pursuant to which we agreed, among other things, to increase the size of our Board from ten to twelve directors and to nominate James J. Martell and James L. Welch for election to our Board at the board2020 Annual Meeting of Stockholders. Messrs. Martell and Welch were elected as directors at ten. the 2020 Annual Meeting. In early 2021, we agreed to extend the Cooperation Agreement for an additional year and we have nominated Messrs. Martell and Welch for re-election to our Board at this year’s Annual Meeting.
With the exception of Ms. Miller, our current President and Chief Operating Officer and our Chief Executive Officer, Elect, all of our director nominees are outside directors (i.e., directors who are neither an officer nor an employeenot officers or employees of ours)Stericycle). Mr. Murley, one of our independent directors, was elected as Chairman of the Board in March 2018. The Board has determined that all of our outside directors are independent under the applicable rules of the SEC and listing standards of the Nasdaq Global SelectStock Market LLC (“Nasdaq”).

Although all of the nominees proposed for election to our board of directors are currently members of our Board, Ms. Miller, Mr. Hackney, Ms. Hagen, Mr. Hooley and Ms. Priestly have not previously been elected by our stockholders. Ms. Miller was elected to our board in connection with her appointment as Chief Executive Officer. Mr. Hackney, Ms. Hagen, Mr. Hooley and Ms. Priestly were identified by the Nominating and Governance Committee as potential directors and were recommended by the Nominating and Governance Committee after it completed its interview and vetting process.

Each director elected at the Annual Meeting will hold office until our 20202022 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.

All of the director nominees were elected to serve as directors at our 2020 Annual Meeting of Stockholders.
Snapshot of 2021 Director Nominees
The nominees for Director are overwhelmingly independent. The nominees for Director also represent diverse points of view that contribute to a more effective decision-making process.

 
6  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

Voting in Uncontested Director Elections

Under our bylaws, a nominee for election as a director must receive a majority of the votes cast in order to be elected as a director in an uncontested election (an election in which the number of nominees for election is the same as the number of directors to be elected). In other words, the nominee must receive more “for” votes than “against” votes, with abstentions and brokernon-votes not having any effect on the voting.

If a nominee for election as a director is an incumbent director and the nominee is notre-elected, Delaware law provides that the director continues to serve as a “holdover”

director until his or her

successor is elected and qualified or until he or she resigns. Under our bylaws, an incumbent director who is notre-elected is required to tender his or her resignation as a director. Our Nominating and Governance Committee will review the circumstances and recommend to the Board whether to accept or reject the director’s resignation or take any other action. The Board is required to act on this recommendation and publicly disclose its decision and the rationale behind its decision within 90 days from the date that the election results are certified.

Stericycle, Inc. - 2021 Proxy Statement  7
Board Refreshment

TABLE OF CONTENTS

A number of changes have occurred in our Company’s Board of Directors over the past several years as part of our continuing efforts to ensure that our Board has the right skills and experience to best oversee management and the execution of our strategy and the associated risks.

Since the beginning of 2017, Ms. Miller, Mr. Murley, Mr. Anderson, Mr. Hackney, Ms. Hagen, Mr. Hooley and Ms. Priestly have all joined the Board. Mr. Murley, Mr. Anderson and Ms. Priestly all bring substantial experience in finance, accounting and financial reporting.

Ms. Priestly, Mr. Hackney, Ms. Hagen and Mr. Hooley each have broad experience in business transformation. In addition, since the beginning of 2017, several long-tenured directors have stepped down from the Board. The average tenure of the independent nominees for election as a director is less than 3 years. Further, with respect to Board leadership succession, Mr. Murley was elected as independent Chairman of the Board in March 2018 and new Chairs of the Audit, Compensation and Nominating and Governance Committees were elected in 2016 and 2017.

12Stericycle, Inc. - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Board Refreshment

A snapshot of our 2019 director nominees is set forth below.

Snapshot of 2019 Director Nominees

The nominees for Director are overwhelmingly independent. The nominees for Director also represent diverse points of view that contribute to a more effective decision-making process.

Board Independence

Board Tenure

Diversity of Director

Nominees

10

Directors  

All Director nominees

are independent

except the CEO Elect

Tenure of independent

Director nominees

(years of consecutive service)

60%

Gender, ethnic or

other minority

representation

LOGO

2.5 years  

Average

Tenure

LOGO
LOGO

Stericycle, Inc. - 2019 Proxy Statement13

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Nominees for Director

Nominees for Director

ROBERT S. MURLEY

LOGO

Director since January 2017

Age 69

Experience: Robert S. Murley has served as our Chairman since March 2018. Mr. Murley is a Senior Adviser to Credit Suisse, LLC, a financial services company. From 1975 to April 2012, Mr. Murley was employed by Credit Suisse, LLC and its predecessors. In 2005, he was appointed Chairman of Investment Banking in the Americas. Prior to that time, Mr. Murley headed the Global Industrial and Services Group within the Investment Banking Division, as well as the Chicago investment banking office. He was named a Managing Director in 1984 and appointed a Vice Chairman in 1998. Mr. Murley is a member of the board of directors of Health Insurance Innovations Inc., of privately held Brown Advisory Incorporated, and of the board of advisors of Harbour Group. He was formerly on the board of directors of Stone Energy Corporation and Apollo Education Group, Inc. Mr. Murley is an Emeritus Charter Trustee of Princeton University, a Trustee and the former Chairman of the Board of the Educational Testing Service in Princeton, New Jersey, is Vice Chairman of the Board of the Ann & Robert Lurie Children’s Hospital of Chicago and Chair of the Board of the Lurie Children’s Foundation, is a Trustee of the Museum of Science & Industry in Chicago, Illinois, is Chairman of the Board of the UCLA Anderson Board of Advisors.

Skills & Qualifications: Mr. Murley’s existing public company board experience, his deep knowledge of the capital markets and the economy, and his extensive experience leading and advising a range of businesses across multiple industries make him a valuable member of the Board.

CINDY J. MILLER

LOGO

Director since February 2019

Age 56

Experience: Ms. Miller joined Stericycle as President and Chief Operating Officer in October 2018. She was named President and Chief Executive Officer effective May 2019. Ms. Miller previously served as President, Global Freight Forwarding for United Parcel Service (UPS) from April 2016 to September 2018 and as President of UPS’s European region from March 2013 to March 2016.

Skills & Qualifications: Ms. Miller brings to the Board deep knowledge and experience in business transformation and change management, operations management, strategy, logistics, and international business.

BRIAN P. ANDERSON

LOGO

Director since January 2017

Age 68

Experience: Mr. Anderson served as Senior Vice-President and Chief Financial Officer of OfficeMax Incorporated from 2004 to 2005 and as Senior Vice President and Chief Financial Officer of Baxter International from 1997 to 2004. He joined Baxter in 1991, as Vice President, Corporate Audit, became Corporate Controller in 1993 and then Vice President, Finance in 1997. Before joining Baxter, he spent 15 years with Deloitte in the Chicago office and the Washington, D.C. office as an Audit Partner. He is a member of the Board of Directors of W. W. Grainger, Inc., PulteGroup, Inc., and James Hardie Industries plc. He currently serves as Chairman of the Audit Committee of James Hardie Industries plc, and is the former Chairman of the Nemours Foundation, Chairman of the Audit Committee of the Pulte Group and Lead Director and Audit Committee Chairman of W. W. Grainger, Inc. Mr. Anderson serves on The Governing Board of the Center for Audit Quality and served on the Board of A.M. Castle & Co. from 2005 to 2016, as Audit Committee Chairman (2005-2010) and Chairman of the Board 2010-2016.

Skills & Qualifications: Mr. Anderson brings to our Board his significant experience as a chief financial officer of two large multinational companies,in-depth knowledge with respect to the preparation and review of complex financial reporting statements, and experience in risk management and risk assessment.

LYNN D. BLEIL

LOGO

Director Since May 2015

Age 55

Experience: Ms. Bleil was the leader of the West Coast Healthcare Practice of McKinsey & Company, a management consulting firm. Ms. Bleil was also a leader of McKinsey’s worldwide Healthcare Practice. She retired in November 2013 as a Senior Partner (Director) in the Southern California Office of McKinsey. During her more than 25 years with McKinsey, she worked exclusively within the healthcare sector, advising senior management and boards of leading companies on corporate and business unit strategy, mergers and acquisitions and integration, marketing and sales, public policy and organization. Ms. Bleil also serves as a director of Amicus Therapeutics Inc., a biotechnology company, Alcon AG, Sonova Holdings AG, a global leader in hearing aids and cochlear implants, and Intermountain Healthcare’s Park City Medical Center, anon-profit healthcare organization. She was formerly a director of DST Systems, Inc.

Skills & Qualifications: Ms. Bleil brings to the Board significant experience in the healthcare industry, as well as commercial expertise and expertise in corporate strategy, mergers and acquisitions, and financial reporting, compliance and risk management.

​
ROBERT S. MURLEY, INDEPENDENT CHAIRMAN
​
14​

Director since January 2017
Age 71

Experience: Stericycle, Inc.Robert S. Murley has served as our Chairman since March 2018. Mr. Murley is a Senior Adviser to Credit Suisse, LLC, a financial services company. From 1975 to April 2012, Mr. Murley was employed by Credit Suisse, LLC - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Nominees for Director

THOMAS F. CHEN

LOGO

Director Since May 2014

Age 69

Experience: Mr. Chen served as senior vice president and president of international nutrition of Abbott Laboratories before retiring in 2010. During his22-year career at Abbott, Mr. Chen served in a number of roles with expanding responsibilities, primarily in Pacific/Asia/Africa where he oversaw expansion into emerging markets. Prior to Abbott, he held several management positions at American Cyanamid Company, which later merged with Pfizer, Inc. Mr. Chen currently serves as a director of Baxter International Inc. and an advisor to Cooperation Fund, a partnership between Goldman Sachs and the sovereign fund, China Investment Corporation, to bolster U.S. manufacturers’ market presence in China. Mr. Chen previously served as a director of Cyanotech Corporation.

Skills & Qualifications: With his extensive international business experience in pharmaceutical, hospital products and nutritionals through his22-year career at Abbott, Mr. Chen provides our Board with a distinct global perspective resulting from his experience with diverse geographies and healthcare products. He also provides our Board with significant operational, strategy, mergers and acquisitions, healthcare industry, governmental and regulatory, and commercial expertise.

J. JOEL HACKNEY, JR.

LOGO

Director Since March 2019

Age 49

Experience: Mr. Hackney has been the Chief Executive Officer and a director of nThrive, Inc., a revenue cycle management company providing medical billing and coding, business analytics and advisory services, since January 2016. Previously, he was the Chief Executive Officer and a director of AVINTV from June 2013 to November 2016.

Skills & Qualifications: With more than 25 years of experience leading both private and public companies domestically and abroad, Mr. Hackney brings to our Board deep expertise in driving business transformation and profitable growth.

VERONICA M. HAGEN

LOGO

Director Since June 2018

Age 73

Experience: From 2007 until her retirement in 2013, Ms. Hagen served as Chief Executive Officer of Polymer Group, Inc. and served from 2007 to 2015 as a Director. She also served as President of Polymer Group, Inc. from January 2011 until her retirement in 2013. Prior to joining Polymer Group, Inc., Ms. Hagen was the President and Chief Executive Officer of Sappi Fine Paper, a division of Sappi Limited. She has served as Vice President and Chief Customer Officer at Alcoa Inc. and owned and operated Metal Sales Associates. She is a Director of American Water Works Company, Inc., Newmont Mining Corporation and The Southern Company.

Skills & Qualifications: Ms. Hagen brings business transformation expertise, senior leadership experience, corporate governance knowledge and experience, environmental matters experience and risk management experience. Ms. Hagen’s experience as chief executive officer of two global companies allows her to contribute key valuable insights to our Board regarding operations management, customer service and strategic planning.

STEPHEN C. HOOLEY

LOGO

Director Since March 2019

Age 56

Experience: Mr. Hooley served as Chairman, Chief Executive Officer and President of DST Systems, Inc. from July 2014 to April 2018. He was Chief Executive Officer and President of DST Systems from September 2012 to July 2014 and President and Chief Operating Officer from July 2009 to September 2012. He was previously the President and Chief Executive Officer of Boston Financial Data Services.

Skills & Qualifications: Mr. Hooley brings previous service as a public company chief executive officer and director, deep experience in the financial services and healthcare industries and extensive business transformation and strategy expertise.

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Stericycle, Inc. - 2019 Proxy Statement​15

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Nominees for Director

KAY G. PRIESTLY

LOGO

Director Since June 2018

Age 62

Experience:Ms. Priestly served as Chief Executive Officer

and its predecessors. In 2005, he was appointed Chairman of Investment Banking in the Americas. Prior to that time, Mr. Murley headed the Global Industrial and Services Group within the Investment Banking Division, as well as the Chicago investment banking office. He was named a Managing Director in 1984 and appointed a Vice Chairman in 1998. Mr. Murley is a member of Turquoise Hill Resources Ltd. from May 2012 until her retirement in December 2014. She previously served as Chief Financial Officer of Rio Tinto Copper, a division of the Rio Tinto Group, from 2008 until her appointment as Chief Executive Officer of Turquoise Hill Resources in 2012. From 2006 to 2008, she was Vice President, Finance and Chief Financial Officer of Rio Tinto’s Kennecott Utah Copper operations. She previously spent over 24 years with global professional services firm Arthur Anderson, where she provided tax, consulting and M&A services to global companies across many industries. She is a director of TechnipFMC plc and formerly served as a director of New Gold Inc., FMC Technologies, Inc. SouthGobi Resources Ltd., Turquoise Hill Resources and Stone Energy Corporation(1).

Skills & Qualifications: Ms. Priestly brings to our Board extensive executive management experience as a chief executive offer and senior officer of major organizations with international operations. She also brings substantial business transformation, accounting, financial, risk management, M&A and consulting expertise.

(1)

When the Board appointedof Directors of Health Insurance Innovations Inc., of privately held Brown Advisory Incorporated, and on the Board of Advisors of Harbour Group. He was formerly on the Board of Directors of Stone Energy Corporation and Apollo Education Group, Inc. Mr. Murley is an Emeritus Charter Trustee of Princeton University, is a Trustee and the former Chairman of the Board of the Educational Testing Service in Princeton, New Jersey, is Vice Chairman of the Board of the Ann & Robert Lurie Children’s Hospital of Chicago and Chair of the Board of the Lurie Children’s Foundation, is a Trustee of the Museum of Science & Industry in Chicago, Illinois, and is Chairman of the Board of the UCLA Anderson Board of Advisors.

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Skills & Qualifications: Mr. Murley’s existing company board experience, his deep knowledge of the capital markets and the economy, and his extensive experience leading and advising a range of businesses across multiple industries make him a valuable member of the Board.
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CINDY J. MILLER
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Director since February 2019
Age 58

Experience: Ms. PriestlyMiller has served as a Director since February 2019 and became Stericycle’s President and Chief Executive Officer on May 2, 2019 after serving as President and Chief Operating Officer since
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October 2018. Ms. Miller previously served as President, Global Freight Forwarding for United Parcel Service (“UPS”), a multinational package delivery and supply chain management company, from April 2016 to September 2018 and as President of UPS’s European region from March 2013 to March 2016. Ms. Miller serves as a director of UGI Corporation.
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Skills & Qualifications: From her 30-year career at UPS, Ms. Miller brings to the Board significant transportation and logistics expertise, and she also has deep knowledge and experience in June 2018, it was aware that Stone Energy Corporation had filed for bankruptcy protection in 2016 while Ms. Priestly was serving as a director. The Board concluded that this event did not impair Ms. Priestley’s ability to serve as one of our directors.

the healthcare industry, business transformation and change management, operations management, strategy, safety and international business.
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MIKE S. ZAFIROVSKI

LOGO

Director Since November 2012

Age 65

Experience: Mr. Zafirovski is the founder and President of The Zaf Group LLC, a management consulting and investment firm established in November 2012. Mr. Zafirovski has also served as an executive advisor to The Blackstone Group, a private investment banking company, since October 2011. From November 2005 to August 2009, Mr. Zafirovski served as the President and Chief Executive Officer and a director of Nortel Networks Corporation. Prior to that, he was the President and Chief Operating Officer and a director of Motorola, Inc. from July 2002 to January 2005, and remained a consultant to and a director of Motorola until May 2005. He served as Executive Vice President and President of the personal communications sector of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as President and Chief Executive Officer of five businesses in the consumer, industrial and financial services areas, his most recent being President and Chief Executive Officer of GE Lighting from July 1999 to May 2000. Mr. Zafirovski also serves as a director of The Boeing Company and Apria Healthcare Group Inc.

Skills & Qualifications: Mr. Zafirovski provides guidance to the Board on a wide variety of strategic, operational and business matters based on his substantial experience leading enterprises with significant international operations. He also provides business transformation, information technology, mergers and acquisitions, healthcare industry, and government and regulatory expertise.

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BRIAN P. ANDERSON
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Director since January 2017
Age 70

Experience: Mr. Anderson served as Senior Vice-President and Chief Financial Officer of OfficeMax Incorporated from 2004 to 2005 and as Senior Vice President and Chief Financial Officer of Baxter International from 
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1997 to 2004. He joined Baxter in 1991, as Vice President, Corporate Audit, and became Corporate Controller in 1993 and then Vice President, Finance in 1997. Before joining Baxter, he spent 15 years with Deloitte in the Chicago office and the Washington, D.C. office as an Audit Partner. He is a member of the Board of Directors of W. W. Grainger, Inc. and PulteGroup, Inc. He is the former Chairman of the Audit Committee of James Hardie, Plc., Chairman of the Nemours Foundation, Chairman of the Audit Committee of the PulteGroup, Inc., and Lead Director and Audit Committee Chairman of W. W. Grainger, Inc. Mr. Anderson serves on The Governing Board of the Center for Audit Quality and served on the Board of A.M. Castle & Co. from 2005 to 2016, as Audit Committee Chairman (2005-2010) and Chairman of the Board (2010-2016).
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Skills & Qualifications: Mr. Anderson brings to our Board his significant experience as a chief financial officer of two large multinational companies, in-depth knowledge with respect to the preparation and review of complex financial reporting statements, and experience in risk management and risk assessment.
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LYNN D. BLEIL
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Director Since May 2015
Age 57

Experience: Ms. Bleil was the leader of the West Coast Healthcare Practice of McKinsey & Company (“McKinsey”), a management consulting firm. Ms. Bleil was also a leader of McKinsey’s worldwide Healthcare Practice.
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She retired in November 2013 as a Senior Partner (Director) in the Southern California Office of McKinsey. During her more than 25 years with McKinsey, she worked exclusively within the healthcare sector, advising senior management and boards of leading companies on corporate and business unit strategy, mergers and acquisitions and integration, marketing and sales, public policy and organization. Ms. Bleil also serves as a director of Amicus Therapeutics Inc., Alcon AG, Sonova Holdings AG, and Intermountain Healthcare’s Park City Hospital. She was formerly a director of DST Systems, Inc. and Auspex Pharmaceuticals, Inc.
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Skills & Qualifications: Ms. Bleil brings to the Board significant experience in the healthcare industry, as well as commercial expertise and expertise in corporate strategy, mergers and acquisitions, and financial reporting, compliance and risk management.
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THOMAS F. CHEN
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Director Since May 2014
Age 71

Experience: Mr. Chen served as Senior Vice President and President of International Nutrition, Abbott Laboratories (“Abbott”) before retiring in 2010. During his 22-year career at Abbott, Mr. Chen served in a
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number of roles with expanding responsibilities, primarily in Pacific/Asia/Africa where he oversaw expansion into emerging markets. Prior to Abbott, he held several management positions at American Cyanamid Company, which later merged with Pfizer, Inc. Mr. Chen currently serves as a director of Baxter International Inc. and an advisor to Cooperation Fund, a partnership between Goldman Sachs and the sovereign fund, China Investment Corporation, to bolster U.S. manufacturers’ market presence in China. Mr. Chen previously served as a director of Cyanotech Corporation.
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Skills & Qualifications: With his extensive international business experience in pharmaceutical, hospital products, and nutritionals through his 22-year career at Abbott, Mr. Chen provides our Board with a distinct global perspective resulting from his experience with diverse geographies and healthcare products. He also provides our Board with significant operational, strategy, mergers and acquisitions, healthcare industry, governmental and regulatory, and commercial expertise.
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J. JOEL HACKNEY, JR.
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Director Since March 2019
Age 51

Experience: Mr. Hackney served as the Chief Executive Officer and a director of nThrive, Inc., a revenue cycle management company providing medical billing and coding, business analytics and advisory
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services, from January 2016 to February 2021. Previously, he was the Chief Executive Officer and a director of AVINTV.
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Skills & Qualifications: With more than 25 years of experience leading both private and public companies domestically and abroad, Mr. Hackney brings to our Board deep expertise in driving business transformation and profitable growth.
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VERONICA M. HAGEN
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Director Since June 2018
Age 75

Experience: From 2007 until her retirement in 2013, Ms. Hagen served as Chief Executive Officer of Polymer Group, Inc., a global engineering materials company, and served from 2007 to 2015 as a Director. She
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also served as President of Polymer Group, Inc. from January 2011 until her retirement in 2013. Prior to joining Polymer Group, Inc., Ms. Hagen was the President and Chief Executive Officer of Sappi Fine Paper, a division of Sappi Limited. She has served as Vice President and Chief Customer Officer at Alcoa Inc. and owned and operated Metal Sales Associates. She is a Director of American Water Works Company, Inc., and Newmont Corporation. She previously served as a director of The Southern Company.
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Skills & Qualifications: Ms. Hagen brings business transformation and risk management expertise, corporate governance knowledge and senior leadership and environmental matters experience. Ms. Hagen’s experience as chief executive officer of two global companies allows her to contribute valuable insights to our Board regarding operations management, customer service, safety and strategic planning.
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STEPHEN C. HOOLEY
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Director Since March 2019
Age 58

Experience: Mr. Hooley served as Chairman, Chief Executive Officer and President of DST Systems, Inc., a provider of advisory, technology and operations outsourcing to the financial and healthcare
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industries, from July 2014 to April 2018. He was Chief Executive Officer and President of DST Systems from September 2012 to July 2014 and President and Chief Operating Officer from July 2009 to September 2012. He was previously the President and Chief Executive Officer of Boston Financial Data Services. Mr. Hooley serves as a director of Brighthouse Financial, Inc. and Q2 Holdings, Inc. and served on the Board of Directors of Legg Mason until it was acquired by Franklin Resources.
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Skills & Qualifications: Mr. Hooley brings service as a public company chief executive officer and director, deep experience in the financial services and healthcare industries and extensive IT, business transformation, and strategy expertise.
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Stericycle, Inc. - 2021 Proxy Statement  9

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JAMES J. MARTELL
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Director Since May 2020
Age 66

Experience: Mr. Martell is a logistics veteran with 40 years of industry experience, previously serving as Chairman and Chief Executive Officer of Express-1, the predecessor company of XPO Logistics, Inc.,
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a company engaged in freight logistics. Mr. Martell served on the XPO board until 2016. Mr. Martell joined Express-1 after serving as Chief Executive Officer of SmartMail, which he sold to DHL International GmbH, from 1999 to 2006. Before that, Mr. Martell was a founding senior executive of UTi Worldwide, a global transportation and logistics company, which he managed from 1995 to 2000. Prior to UTi Worldwide, Mr. Martell spent nearly 14 years in various management positions at FedEx and UPS. Mr. Martell has served on the boards of multiple private logistics and transportation companies and previously served on the board of publicly traded Mobile Mini, Inc. from 2010 to 2020.
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Skills & Qualifications: Mr. Martell brings extensive operational, safety and leadership experience, including extensive logistics experience, as a former chief executive officer and senior leader of several major transportation organizations.
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KAY G. PRIESTLY
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Director Since June 2018
Age 65

Experience: Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd., an international mining company, from May 2012 until her retirement in December
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2014. She previously served as Chief Financial Officer of Rio Tinto Copper, a division of the Rio Tinto Group (“Rio Tinto”), from 2008 until her appointment as Chief Executive Officer of Turquoise Hill Resources in 2012. From 2006 to 2008, she was Vice President, Finance and Chief Financial Officer of Rio Tinto’s Kennecott Utah Copper operations. She previously spent over 24 years with global professional services firm Arthur Anderson, where she provided tax, consulting and M&A services to global companies across many industries. She is a director of TechnipFMC plc and SSR Mining Inc. (formerly Alacer Gold Corp.). She formerly served as a director of New Gold Inc., FMC Technologies, Inc. and Stone Energy Corporation.
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Skills & Qualifications: Ms. Priestly brings to our Board extensive executive management experience as a chief executive officer and senior officer of major organizations with international operations. She also brings substantial business transformation, accounting, financial, risk management, M&A and consulting expertise.
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JAMES L. WELCH
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Director Since May 2020
Age 66

Experience: Before retiring in 2018, Mr. Welch served as Chief Executive Officer of YRC Worldwide, a holding company of several brands focused on shipping and supply chain solutions in North America. In
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2011, Mr. Welch re-joined YRC Worldwide from same-day transportation provider Dynamex Inc., where he had served as President and CEO since 2008. Prior to that, he served as a Consultant at Goldman Sachs Special Situations Group. Mr. Welch started his career in 1978 at Yellow Transportation, where he spent over 28 years and held multiple operations and sales positions across the organization, including President and CEO for seven years. Mr. Welch currently sits on the boards of Schneider National, where he has served since 2018, and SkyWest, Inc., where he has served since 2007. He previously sat on the boards of YRC Worldwide from August 2011 to July 2018, Roadrunner Transportation Systems from 2010 to 2011, and Spirit Aerosystems Holdings from 2008 to 2011.
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Skills & Qualifications: Mr. Welch brings to our Board extensive executive management experience as a chief executive officer in the transportation and supply chain industries. He also brings substantial public company, international business, operations, safety, accounting, financial, risk management, and consulting expertise.
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MIKE S. ZAFIROVSKI
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Director Since November 2012
Age 67

Experience: Mr. Zafirovski is the founder and President of The Zaf Group LLC, a management consulting and investment firm established in November 2012. From November 2005 to August 2009, Mr. Zafirovski served as the President and
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Chief Executive and a director of Nortel Networks Corporation. Prior to that, he was the President and Chief Operating Officer and a director of Motorola, Inc. from July 2002 to January 2005, and remained a consultant to and a director of Motorola until May 2005. He served as Executive Vice President and President of the personal communications sector of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as President and Chief Executive Officer of five businesses in the consumer, industrial and financial services areas, his most recent being President and Chief Executive Officer of GE Lighting from July 1999 to May 2000. Mr. Zafirovski currently serves as a director of Apria Healthcare Group Inc. and is a former director of The Boeing Company.
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Skills & Qualifications: Mr. Zafirovski provides guidance to the Board on a wide variety of strategic, operational and business matters based on his substantial experience leading enterprises with significant international operations. He also provides business transformation, information technology, mergers and acquisitions, healthcare industry, and government and regulatory expertise.
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The Board of Directors recommends a vote “FOR” the election of these tentwelve Director nominees. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.
10  Stericycle, Inc. - 2021 Proxy Statement

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Director Qualifications

We believe that our tenthe twelve director nominees possess the experience, qualifications and skills that warrant their election as directors. Our directors have in common, among other qualities, a breadth of business experience, seasoned judgment, and an insistence on looking beyond the next quarter or the next yeara long-term perspective in directing and supporting our management. From their service on the boards of other public and private companies, our directors also bring to us the insights that they gain from the operating policies, governance structures, and growth dynamics of these other companies.

The Nominating and Governance Committee seeks to ensure that we have an experienced and exceptionally qualified Board with deep expertise in areas relevant to Stericycle. When evaluating

potential director nominees, the committee considers each individual’s professional expertise and background, in addition to his or her personal characteristics. The committee always conducts this evaluation in the context of the Board as a whole. The committee works with the Board to determine the appropriate mix of backgrounds and experiences that will foster and maintain a Board strong in its collective knowledge and best able to perpetuate our long-term success. To assist in this objective, the Nominating and Governance Committee conducts a detailed annual evaluationsevaluation of the Board and the Board’s committees, assessing the experience, skills, qualifications, diversity, performance and contributions of each individual and of the group as a whole.

16Stericycle, Inc. - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Director Qualifications

The NominatingKey skill sets and Governance Committee regularly communicates withcompetencies for the Board to identify characteristics, professional experienceinclude:

public company board service and areasgovernance expertise, which provides directors with a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of transparency, accountability for management and the Board, and protection of stockholder interests;
operational expertise, which gives directors specific insight into, and expertise that will help meet specific Board needs, including:

•leadership experience, as directors who have served in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others;

•business transformation experience, as we are engaged in a multi-year program to transform our company for long-term sustainability and drive profitable growth and long-term shareholder returns;

•public company board service and governance expertise, which provides directors with a solid understanding of their extensive and complex oversight responsibilities and
foster active participation in the oversight, development, and implementation of our operating plan and business strategy;

furthers our goals of greater transparency, accountability for management and the Board and protection of stockholder interests;

•operational expertise, which gives directors specific insight into, and expertise that will foster active participation in the oversight of the development and implementation of our operating plan and business strategy;

•financial reporting,compliance and risk management expertise, which enables directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting, financial reporting and enterprise risk management; and

•healthcare industry expertise, which is vital in understanding and reviewing our strategy.
transportation and logistics expertise, which is fundamental to our business that involves management of an extensive fleet. A deep understanding of routing, transportation, and logistics brings insights to drive best practices and operational efficiencies;
financial reporting,compliance and risk management expertise, which enables directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting, financial reporting, and enterprise risk management;

healthcare industry expertise, which is vital in understanding and reviewing our strategy as the majority of our customer base is the healthcare industry; and
transformation and technology expertise, which is important as we continue to execute our Company’s transformation and the implementation of our ERP system.
The following table highlights each nominee’s specific skills, knowledge and experiences in these areas. A particular director may possess additional skills, knowledge, or experience even though they are not indicated below:


Stericycle, Inc. - 2021 Proxy Statement  11

   Anderson Bleil Chen Hackney Hagen Hooley Miller Murley Priestly Zafirovski

Leadership experience (public company CEO/COO)

    ✓ ✓ ✓ ✓  ✓ ✓

Public company Board service/governance expertise

 ✓ ✓ ✓  ✓ ✓  ✓ ✓ ✓

Operational expertise (logistics/supply chain or capital intensive industry)

   ✓ ✓ ✓ ✓ ✓  ✓ ✓

Business transformation/IT expertise

    ✓ ✓ ✓ ✓  ✓ ✓

Corporate strategy/M&A capability

 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Financial reporting, compliance and risk management expertise

 ✓ ✓ ✓ ✓ ✓ ✓  ✓ ✓ ✓

Healthcare industry expertise

 ✓ ✓ ✓ ✓  ✓  ✓  ✓

Government/regulatory experience

   ✓   ✓ ✓   ✓

Talent management/HR expertise

    ✓ ✓ ✓ ✓  ✓ 

Commercial/go-to-market expertise

  ✓ ✓ ✓   ✓   ✓

International business expertise

 ✓  ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

Gender, ethnic or other diversity

 ✓ ✓ ✓  ✓  ✓  ✓ 

Tenure on Board (years, as of May 2019)

 

2

 

4

 

5

 

<1

 

1

 

<1

 

<1

 

2

 

1

 

7

Stericycle, Inc. - 2019 Proxy Statement17

ITEM 1 ELECTIONTABLE OF DIRECTORS FOR AONE-YEAR TERMCONTENTS

Committees of the Board

Committees of the Board

Our Board of Directors has threefour standing committees: Compensation, Audit, Nominating and Governance, and Operations and Safety. All of the members of each of the Compensation, Audit, and Nominating and Governance Committees. All of the members of each committeeCommittees are outside directors who are independent under the applicable SEC rules and Nasdaq listing standards.

All of the members of the Operations and Safety Committee are outside directors who are independent under the applicable SEC rules and Nasdaq listing standards with the exception of our President and CEO, Cindy Miller, who is a member of the Operations and Safety Committee.

Compensation Committee


The Compensation Committee determines the structure, award, and public disclosure of all elements of compensation and benefits paid to our CEO and other executive officers. The committee reviews and approves financial and strategic performance objectives with respect to our annual and long-term incentive plans. The committee reviews and approves the respective salaries of the Company’s executive officers in light of the Company’s goals and objectives relevant to each officer, including, as the committee deems appropriate, consideration of (i) the individual officer’s salary grade, scope of responsibilities and level of experience, (ii) the rate of inflation, (iii) the range of salary increases for the Company’s employees generally, and (iv) the salaries paid to comparable officers in comparable companies. The committee determines appropriate cash bonuses, if any, for the Company’s executive

officers (based upon an applicable percentage of base salary as determined by the committee), after consideration of specific

individual and Company performance goals and criteria, and periodically reviews the aggregate amount of compensation and benefits being paid or potentially payable to the Company’s executive officers. The committee also has responsibility for overseeing the Company’s regulatory compliance with respect to compensation matters. Pursuant to the committee’s charter, the committee has responsibility for facilitating a risk review of incentive compensation programs and assessing if those incentives create risks that are reasonably likely to have a material adverse effect on our company.Company. The committee completed its most recent risk review of the Company’s incentive plans at its meeting in March 2021 and determined that the incentive plans do not create an incentive for risk which may have a material adverse effect on the Company. At the request of the Board, the committee periodically reviews executive leadership development and CEO succession planning and makes recommendations to our Board of Directors.

Audit Committee


The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of our financial statements, the qualifications and experience of our independent accountants, the performance of our internal audit function and our independent accountants, and our compliance with legal and regulatory requirements.

The Audit Committee regularly reviews with the Company’s legal counsel any legal or regulatory matters that may have a material effect on the Company’s financial statements or operations. The Audit Committee also oversees, reviews, and evaluates the adequacy and effectiveness of the Company’s compliance program. The Audit Committee reviews and evaluates the qualifications, performance, and independence of our independent public accountants. The Audit Committee

also reviews the

performance, effectiveness and objectivity of the Company’s internal audit function, including its staffing, audit plan, examinations, and related management responses.

The Audit Committee reviews our risk management policies and practices and reports any significant issues to the Board. Matters of risk management are brought to the committee’s attention by our Executive Vice President, Chief Financial Officer and Chief FinancialInformation Officer, our Executive Vice President and General Counsel, our Executive Vice President and Chief Ethics and Compliance Officer, or by our principal internal auditor. Our management reviews and reports on potential areas of risk at the committee’s request or at the request of other members of the Board.

Nominating and Governance Committee


The Nominating and Governance Committee develops, recommends to the Board and oversees the implementation of our corporate governance policies and practices. The committee monitors ongoing legislative and regulatory changes and initiatives pertaining to corporate governance principles, Environmental, Social and Governance (“ESG”), SEC disclosure rules and Nasdaq
listing rules. The committee identifies and evaluates possible nominees for election to the Board of Directors and recommends to the Board a slate of nominees for election at the annual meeting of stockholders. The committee also recommends to the Board director assignments to the Board’s committees.

Operations and Safety Committee
The Operations and Safety Committee provides oversight and strategic direction on our operational objectives and initiatives, including transportation and logistics, ERP implementation, and technology-enabled operational improvements. Additionally, the Operations and Safety Committee focuses on advancing our overall
corporate social responsibility efforts by guiding our safety initiatives, matters of regulatory and environmental compliance, and operational improvements, which may positively impact environmental sustainability and climate change.
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Process for Selecting Directors
As discussed above, the Nominating and Governance Committee considers a variety of factors in evaluating a candidate for selection as a nominee for election as a director. These factors include the candidate’s personal qualities, with a particular emphasis on probity, independence of judgment, and analytical skills, and the candidate’s professional experience, educational background, knowledge of our business and healthcare services generally, and experience serving on the boards of other public companies. In evaluating a candidate’s qualification for election to the Board, the committee also considers whether and how the candidate would contribute to

18Stericycle, Inc. - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Committees of the Board

the Board’s diversity, which we define broadly to include gender and ethnicity as well as background, experience and other individual qualities and attributes. The committee has not established any minimum qualifications that a candidate must possess. In determining whether to recommend an incumbent director forre-election, the committee also considers the director’s tenure and capacity to serve, preparation for and participation in meetings of the Board of Directors and the committee or committees of the Board on which the director serves.

In identifying potential candidates for selection in the future as nominees for election as directors, the Nominating and Governance Committee relies on suggestions and recommendations from the other directors, management, stockholders and others and, when appropriate, may retain a search firm for assistance. In February 2019 and 2020, the Nominating and Governance Committee retained a leading third-party search firm to assist with identifying potential director nominees. The committee will consider candidates proposed by stockholders and will evaluate any candidate proposed by a stockholder on the same basis that it evaluates any other candidate. Any stockholder who wants to propose a candidate should submit a written recommendation to the committee indicating the candidate’s qualifications and other relevant biographical information and providingprovide preliminary confirmation that
the candidate would be willing to serve as a director. Any such recommendation should be addressed to the Board of Directors, Stericycle, Inc., 28161 North Keith Drive, Lake Forest,2355 Waukegan Road, Bannockburn, Illinois 60045.

60015.

In addition to recommending director candidates to the Nominating and Governance Committee, stockholders may

also, pursuant to procedures established in our bylaws, directly nominate one or more director candidates to stand for election at an annual meeting of stockholders. A stockholder wishing to make such a nomination must deliver written notice of the nomination that satisfies the requirements set forth in our bylaws to the secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. If, however, the date of the annual meeting is more than 30 days before or after the first anniversary, the stockholder’s notice must be received no more than 120 days prior to such annual meeting nor less than the later of (x) 90 days prior to such annual meeting and (y) the close of business on the 10tenththday following the date on which notice or public disclosure of the date of the meeting was first given or made.

Stockholders may also submit director nominees to the Board to be included in our annual proxy statement, known as “proxy access.” Stockholders who intend to submit director nominees for inclusion in our proxy materials for the 20202022 Annual Meeting of Stockholders must comply with the requirements of proxy access as set forth in our bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to theone-year anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year.


 

Process for Selecting Directors

LOGO

Committee Charters


The charters of the Compensation, Audit, and Nominating and Governance, and Operations and Safety Committees are available on our investor relations website,http://investors.stericycle.com.

Stericycle, Inc. - 2021 Proxy Statement  13

Stericycle, Inc. - 2019 Proxy Statement19

ITEM 1 ELECTIONTABLE OF DIRECTORS FOR AONE-YEAR TERMCONTENTS

Committees of the Board

Committee Members and Meetings


The following table provides information about the current membership of the committees of the Board of Directors.

​
Director
​​
Compensation
Committee
​​
Audit Committee
​​
Nominating and
Governance Committee
​​
Operations
and Safety Committee
​

 Director

​		Compensation
Committee		Audit
Committee		Nominating and
Governance
Committee

Robert S. Murley(1)

​​
​​
​​
​​
​

Charles A. Alutto

​
Cindy J. Miller
​​
​​
​​
​​
X
​

​

Brian P. Anderson(2)

​​
​​

C

LOGO

​

​
​​
​

​

Lynn D. Bleil

​

​

LOGO

X

​		​
​​
C

​

LOGO

​

​

Thomas D. Brown(3)

​

LOGO

LOGO

Thomas F. Chen

​

​

LOGO

X

​		​
​​
X

​

LOGO

​

​

​

J. Joel Hackney, Jr.

​​
​​
​​
X

​

LOGO

​

​

​

Veronica M. Hagen

​​
​​

X

LOGO

​

​
​​
C
​

​

Stephen C. Hooley

​

​

LOGO

X

​		​
X
​​
​​
X
​

Cindy​

James J. Miller

Martell
​​
X
​​
​​
​​
X
​

Mark C. Miller

​

Kay G. Priestly(2)

​​
​​

X

LOGO

​

​
​​
​

​

James L. Welch
​​
​​
X
​​
​​
X
​
​
Mike S. Zafirovski(3)

​

​

LOGO

C

​		​
​​
X

​

LOGO

​

​

LOGO
X

Member

LOGO
C

Committee Chair

(1)

Mr. Murley serves as the independent Chairman of the Board.

(2)

The Board of Directors has determined that Mr. Anderson, the Chair of the Audit Committee, and Ms. Priestly are “audit committee financial experts” as defined in the applicable SEC rules.

(3)

Mr. Brown is not standing forre-election at the Annual Meeting, and we expect that Mr. Zafirovski will succeed him as Chair of the Compensation Committee at that time.

Our Board of Directors held 1814 meetings in person, by video conference or by telephone during 20182020 and acted without a formal meeting on several occasions by the unanimous written consent of the directors. The AuditCompensation Committee held 15seven meetings during the year. The CompensationAudit Committee held six15 meetings during the year. The Nominating and Governance Committee held sixfour meetings during the year. The Operations and Safety Committee was formed in May 2020 and held two meetings during the year. Each director attended 75% or more of the aggregate number of Board meetings and the total number of meetings of all Board committees on which he or she served during his or her term of service.

We encourage our directors to attend the annual meeting of stockholders. Each of the director nominees attended the 20182020 Annual Meeting of Stockholders, and we anticipate that all of our director nominees will attend this year’s Annual Meeting.

Meeting of Stockholders.

Board Leadership

Our Company’s Board of Directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated because the Board believes it is in the best interest of our Company to make this determination based upon the position and direction of the Company and the constitution of the Board and management team. The Board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the boardBoard should be combined or separated.

As part of the evolution of the Board of Directors, in March 2018, Mr. Murley, one of our independent directors, was elected Chairman
of the Board, succeeding Mr. Miller. Mr. Miller is not standing forre-election as a director at the Annual Meeting.

Board. The Chairman confers with our CEO on matters of general policy affecting theday-to-day management of our company’sCompany’s business. The Chairman coordinates the scheduling and agenda of Board meetings and the preparation and distribution of agenda materials. The Chairman presides at all meetings of the Board of Directors and may call special meetings of the Board when he considers it appropriate. In general, the Chairman oversees the scope, quality, and timeliness of the flow of

20Stericycle, Inc. - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Board Leadership

information from our management to the Board and serves as an independent contact for stockholders wishing to communicate with the Board.

14  Stericycle, Inc. - 2021 Proxy Statement

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Our Board believes that an independent Chairman serves the Company and its stockholders well at this time. The combined experience and knowledge of Ms. Miller and Mr. Murley in their respective roles as CEO Elect and Chairman provide the Board and the Company with aday-to-day focus on the operations of the Company combined with independent oversight of the Board and
management. Ournon-management directors further facilitate the Board’s independence by meeting frequently as a group and fostering a climate of transparent communication. A high level of contact between our Chairman and Chief Executive Officer between Board meetings also serves to foster effective Board leadership.

Corporate Governance

Executive Sessions of the Board


Our Board of Directors excuses our Chief Executive Officer, as well as any of our other executive officers who may be present by invitation, from a portion of each meeting of the Board in order to allow the Board, with our Chairman

presiding, to review the Chief

Executive Officer’s performance and to enable each director to raise any matter of interest or concern without the presence of management.

Board Evaluation


Our directors annually review the performance of the Board of Directors and its committees and the performance of their fellow directors by completing a confidential evaluation that is returned to the Chair of the Nominating and Governance Committee. The evaluations elicit input from our directors with respect to the Company’s vision, strategy, and operating performance, our CEO and senior management, and the composition and management of our Board and its committees. The evaluations also seek input from members of the Board committees in such areas as trends and issues affecting the Company, the roles and responsibilities of the committee members, the makeup and composition of the committees, participation and preparation of the committee members, and the effectiveness of the committees. Each director also has the opportunity to provide confidential feedback on each
other director. In addition, the Chairman of the Board conducts
one-on-one interviews with each member of the Board to solicit additional information and input. Topics discussed by our Chairman with the other directors during such one-on-one interviews include the Company’s strategy, Board and committee composition and function, oversight of management, and an assessment of the effectiveness of individual directors and the Chairs of each of our standing Committees. Our Chairman also asks individual directors open-ended questions soliciting feedback on ways to improve the functioning of the Board and on issues of concern to any individual director. At a subsequent meeting of the Board, the chair of the Nominating and Governance Committee leads a discussion with the full Board of any issues and suggestions for improvement identified in the review of the director evaluations.

evaluations and from the Board Chair’s one-on-one meetings.

Stericycle, Inc. - 2021 Proxy Statement  15

LOGO  

Stericycle, Inc. - 2019 Proxy Statement21

ITEM 1 ELECTIONTABLE OF DIRECTORS FOR AONE-YEAR TERMCONTENTS

Required Resignation on Change in Job Responsibilities
The Board of Directors has adopted a policy that a director must tender his or her resignation if the director’s principal occupation or business association changes substantially from the position that he or she held when originally elected to the Board. The Nominating and Governance Committee will then review the circumstances of
the director’s new position or retirement and recommend to the full Board whether to accept or reject the director’s resignation in light of the contributions that he or she can be expected to continue to make to the Board.
Director Tenure
In order to assist with Board refreshment and in bringing fresh ideas and perspectives to the Board, in March 2019, the Board revised our Corporate Governance

Guidelines with respect to director tenure. The revised Guidelines generally provide that no non-management

Director may be nominated to serve a new term if he or she has already served on the Board for 15 years at the time of election. The Board of Directors may make exceptions to this policy on a case-by-case basis.
Policy on Related Party Transactions


The Board of Directors has adopted a written policy requiring certain transactions with related parties to be approved in advance by the Audit Committee. For purposes of this policy, a related party includes any director, director nominee or executive officer or an immediate family member of any director, director nominee or executive officer. The transactions subject to review include any transaction, arrangement or relationship (or any series of similar transactions, arrangements and relationships) in which (i) we or one of our subsidiaries will be a participant, (ii) the aggregate amount involved exceeds $100,000$120,000 and (iii) a

related party will have a direct

or indirect interest. In reviewing proposed transactions with related parties, the Audit Committee considers the benefits to us of the proposed transaction, the potential effect of the proposed transaction on the director’s independence (if the related party is a director), and the terms of the proposed transaction and whether those terms are comparable to the terms available to an unrelated third party or to employees generally. There were no such transactions during the year ended December 31, 20182020 that required the Audit Committee’s approval.

Succession Planning


The strength of our leadership team is critical to our Company’s short and long-term success. As such, the recruitment, development, and retention of talented executives and senior leaders is a priority for the Company and the Board.

On an annual basis, the Board devotes time during a dedicated session to discuss talent management and succession planning. LeadLed by our Chief People Officer, this session includes an overview of senior leaders across the Company’s service lines, global markets,
and functional shared services up to and including the executive officers of the company. The Board is also given exposure to emerging, high-potential leaders through formal presentations to the Board and working groups with Board committees.

Beyond the annual succession planning session, the Board is routinely updated on workforce matters including key workforce indicators, team member engagement, recruiting programs, and talent development programs.

During 2018, Stericycle announced the appointment of Ms. Miller as President and Chief Operating Officer. The Board was heavily engaged in the recruitment and selection process for this role and leveraged the appointment of a new Chief Operating Officer to build a succession plan for the Chief Executive Officer role. With the announcement of Mr. Alutto’s retirement in February 2019, Ms. Miller was named Chief Executive Officer, effective May 2, 2019.

Shareholder

Stockholder Engagement


During 2018 and under the oversight of our Chairman of the Board, Stericycle

In recent years, we expanded itsour efforts for engaging with shareholders. In addition to our Company’s previous monitoringstockholders and routine shareholder engagement practices, we introduced a proactive Board outreach program whichthat focused on building relationships with governance representatives among our top 25 shareholders.

Our expanded engagement program includedstockholders.

During the 2020 proxy season, we proactively reached out to Stericycle’s top 38 stockholders, representing approximately 76% of outstanding shares, offering the opportunity to discuss executive compensation, governance, and matters up for vote at the annual stockholder meeting. Nineteen stockholders, who held approximately 50% of outstanding shares, met with the Company in response to this outreach. In December 2020, we furthered our outreach during the springefforts by contacting our top 30 stockholders, representing
approximately 75% of 2018 and again in the falloutstanding ownership, to gain a broader understanding of shareholder priorities. During these conversations,review our Board members reviewed our corporate governance enhancements, the refreshment of our

Board of Directors, ourand executive compensation philosophy and program, and the expansionmanagement refresh, material weakness remediation efforts, results of the leadership team, which have all significantly evolved over2020 annual shareholder meeting, the past three years. Additionally, we solicited feedback from shareholders on our progressCompany’s ESG journey, and responded to their questionsdiscuss broader governance matters. Thirteen stockholders, who held 39% of outstanding shares, met with the Company in response to this outreach.

The proxy and concerns.

Theoff-cycle outreach programprograms provided our Board with useful input from our shareholders. Transparencystockholders. The Board acknowledges that transparency and responsiveness is an important component of our governance commitment to shareholders.stockholders. We expectremain committed to continue to expand our engagement practices in order to monitor the insights ofengaging with our shareholders and proactively solicit ways to evolve our business.

value their input and feedback on the governance practices at the Company.
16  Stericycle, Inc. - 2021 Proxy Statement

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Risk Oversight


The Board regularly devotes time during its meetings to review and discuss the most significant risks facing the Company, and management’s responses to those risks. During these discussions, the Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Ethics and Compliance Officer, and other members of executive and senior management present management’s assessment of risks, a description of the most significant risks facing the

Company and any mitigating factors and plans or practices in place to address and monitor those risks.

Each Board committee addresses relevant risk topics as part of its committee responsibilities. The committees oversee the Company’s risk profile and exposures relating to matters within the scope of their authority and provide periodic

22Stericycle, Inc. - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Corporate Governance

reports to the full Board about their deliberations and recommendations. The Audit Committee reviews with management significant risks and exposures identified by management, our internal audit staff or the independent accountants, and management’s steps to address these risks. The Company has expanded its focus on Enterprise Risk Management,

is in the process of building a more robust ERM program, has established an ERM Governance Committee comprised of members of management and reviews its progress with the Audit Committee. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and its overall compensation philosophy.

The Nominating and Governance Committee reviews overall governance risk, including Board and committee composition, ESG, governance processes and stockholder proposal and relations. The Operations and Safety Committee reviews and monitors risks related to operational, safety, environmental, and regulatory matters.

Responsibility for risk management flows to individuals and entities throughout our Company as described above, including our Board, Board committees and senior management. We believe our culture has facilitated, and will continue to facilitate, effective risk management across the Company.

Required Resignation on Change in Job Responsibilities

The Board of Directors has adopted a policy that a director must tender his or her resignation if the director’s principal occupation or business association changes substantially from the position that he or she held when originally elected to the Board. The Nominating and Governance Committee

will then review the circumstances of the director’s new position or retirement and recommend to the full Board whether to accept or reject the director’s resignation in light of the contributions that he or she can be expected to continue to make to the Board.

Director Tenure

In order to assist with Board refreshment and in bringing fresh ideas and perspectives to the Board, in March 2019, the Board revised our Corporate Governance Guidelines with respect to director tenure. The revised Guidelines generally provide that nonon-management Director may be

nominated to serve a new term if he or she has already served on the Board for 15 years at the time of election. The Board of Directors may make exceptions to this policy on acase-by-case basis.

Anti-Hedging and Anti-Pledging Policy


Our directors, executive officers, consultants, independent contractors and other designated employees of the Company and its subsidiaries are prohibited from engaging(i) short selling our securities, including as part of an arbitrage transaction; (ii) other speculative trading in certainour securities or hedging of their ownership of our securities, including writing or trading in
options, warrants, puts and calls, prepaid variable forward contracts, equity swaps, collars or exchange funds; (iii) other transactions with respectthat are designed to hedge or offset decreases in the price of our common stock including hedging transactions, derivative transactions and short sales. In addition, executive officers and other designated employees are prohibited fromsecurities; or (iv) holding our common stock in

a margin account or otherwise pledging our common stock as collateral for a loan. In March 2019, our Board amended our policy to also prohibit our directors from holding our common stocksecurities in a margin account or otherwise pledging our common stock as collateral for a loan.

in any manner.

Clawback Policy


In order to encourage sound financial reporting and enhance individual accountability, we have adoptedmaintain a clawback policy that allows us to recover fromcertain performance-based compensation. Following the 2020 annual meeting of stockholders, the Compensation Committee and Board carefully reviewed and considered the requested terms of a stockholder proposal related to expanding our clawback policy that was then in place, as well as market practices and strong governance practices. As a result of this review, in September 2020, the Board made significant revisions to our clawback policy. After the Board revised our clawback policy, we met with a number of our largest institutional investors to discuss, among other things, the revisions to our clawback policy. None of the shareholders with whom we met expressed negative feedback with respect to our clawback policy as amended. For a summary of the changes made, see “Compensation Discussion and Analysis – Other Compensation Matters – Clawback Policy” below. The clawback policy described in this section is the clawback policy as amended and restated in September 2020. The updated clawback policy is available on our investor relations website, investors.stericycle.com.
The clawback policy applies to our executive officers, certain performance-based compensationSenior Vice Presidents and Vice Presidents (collectively, “Covered Employees”). “Covered Employee” means any current or former Covered Employee. The clawback policy applies to cash bonuses, stock options, PSUs and other equity awards, where, in each case, the eventpayment or award (or vesting) of certain accounting restatements. Ifthe equity or other award is based in whole or in part on objective performance criteria. The policy provides that we are required to prepare a restatement of our financial statements due to material noncompliance with any financial reporting requirement

will, in all appropriate circumstances as

under the securities laws,

determined by the Compensation Committee, mayrequire reimbursement or forfeiture of all or a portion of any such incentive compensation awarded to a Covered Employee where the Compensation Committee has determined that either:
(i)
all of the following factors are present: (a) the Company is required to prepare a financial restatement, (b) the award, vesting or payment of the incentive compensation was predicated upon the achievement of certain financial results for the Company or any of its subsidiaries, divisions or other business units that were the subject of the restatement and such award, vesting or payment occurred or was received during the three-year period preceding the date on which we are required to prepare the restatement (the “Look-Back Period”), and (c) a smaller award, vesting or payment would have occurred or been made to the Covered Employee based upon the restated financial results; or
(ii)
(a) there has been misconduct resulting in either a violation of law or of Company policy that has caused significant financial harm to the Company and (b) either the Covered Employee committed the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks.
In the case of item (i) above, the Company will, to the extent deemed appropriate by the Compensation Committee, seek to recover or cancel the amount(s) by which a Covered Employee’s incentive compensation covered by (i) above that was awarded, vested or paid during the look-back period, exceeded the amount(s) that
Stericycle, Inc. - 2021 Proxy Statement  17

TABLE OF CONTENTS

would have been awarded, vested or paid based on the restated financial results. In the case of item (ii) above, the Company will, to the extent deemed appropriate by the Compensation Committee, seek to recover or cancel a Covered Employee’s incentive compensation that was awarded, vested or paid or is scheduled to be vested or paid during any fiscal year in which the misconduct occurred. The right to seek recovery of equity issued upon vesting or payment of equity awards subject to recovery shall extend to any proceeds from a covered officer certain performance-basedthe sale of such equity, and the amount of any reimbursement shall be calculated net of taxes paid or payable by the Covered Employee with respect to the recoverable compensation. If the Covered Employee does not reimburse the Company for such amount(s) promptly after request by the Company for such reimbursement, the Company, in addition to any other available remedies, may elect to recover the amount(s) by cancelling outstanding incentive compensation awards or offsetting other amounts due or which may come due to the Covered Employee under other compensation plans or programs.
In determining whether, in its discretion, there are appropriate circumstances to require reimbursement or cancellation of incentive compensation, the Compensation Committee will consider relevant facts and circumstances such as (i) the involvement of any particular Covered Employee in the circumstances that led to the restatement,
if applicable, (ii) the covered officer is determinedextent to have engagedwhich any particular Covered Employee acted in fraud or intentionalthe normal course of the Covered Employee’s duties and in good faith, (iii) the extent of the Covered Employee’s involvement in the misconduct that materially contributedcaused financial harm to the need forCompany, (iv) the restatementamount of incentive compensation involved, (v) the likelihood of success in any action to enforce recovery and the possible costs of recovery, (vi) whether requiring reimbursement or cancellation of incentive compensation would result in substantial adverse tax or accounting consequences to the Company, and (vii) whether requiring reimbursement or cancellation of incentive compensation would prejudice the Company’s interest in any related proceeding or investigation.
In the event that the Compensation Committee requires reimbursement or cancellation of incentive compensation from any executive officer pursuant to the policy, we will disclose the amount of the reimbursement or cancellation and the underlying event triggering the reimbursement or cancellation in the our proxy statement or other filing, so long as the underlying event has been publicly disclosed. The disclosure may be limited if otherwise required byand to the extent the disclosure could reasonably be expected to result in, or exacerbate, any regulatory action, litigation, arbitration, investigation or other proceeding involving the Company or violate any applicable SECprivacy law, right or Nasdaq rules.

obligation.

10b5-1 Trading Plan Guidelines


In March 2019, our Board adopted guidelines with respect to trading plans(“ (“10b5-1 Plans”) adopted by employees or directors pursuant to Rule10b5-1 of the Securities Exchange Act of 1934, as amended (the“10b5-1 “10b5-1 Plan Guidelines”). These10b5-1 Plan Guidelines are in addition to the requirements and conditions of applicable law and other Company policies, including our Securities Trading Policy. The10b5-1 Plan Guidelines require that10b5-1 Plans be approved by our General Counsel or his designee and that

they only be adopted

or amended while a trading blackout is not in effect. The10b5-1 Plan Guidelines provide for a “cooling off” period of at least 30 days before trades can occur after adoption or amendment of a10b5-1 Plan and before adoption of a new plan after early termination of an existing10b5-1 Plan. Our10b5-1 Plan Guidelines also set restrictions on the number of10b5-1 Plans a covered individual may have in effect, trading outside of an existing10b5-1 Plan and the length of time a plan may be in effect.

Stericycle, Inc. - 2019 Proxy Statement23

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Corporate Governance

Internal Controls


Under the close oversight of the Audit Committee, we have implementedprioritized the establishment of an Internal Control Transformation Programeffective, efficient and stable control environment that will continue to

address historical material weaknesses that have since been remediated. The Audit Committee held a total of 15 meetings during 2020. A number of these meetings were devoted primarily to oversight of our internal controls over financial reporting and remediation of material weaknesses. To advance the Company’s overall control environment, we made several critical leadership changes in 2019, including the promotion of Cindy Miller, Chief Executive Officer, and hiring of Janet Zelenka, Chief Financial Officer, that have allowed us to establish an effective, efficient and stable control environment.

As previously disclosed, as of December 31, 2019 and subsequently filed Form 10-Qs in 2020, we had identified material weaknesses in our internal control over financial reporting related to (i) not fully implementing and monitoring general information technology controls (“GITCs”) in the areas of user access and program change management for systems supporting all of our internal control processes; and (ii) our Domestic Environmental Solutions component of the North America Regulated Waste and Compliance Services segment (referred to herein as
“Environmental Solutions”) related to not fully designing, implementing and monitoring controls relevant to our revenue (including the GITCs for systems supporting this process) and cost of disposal processes.
Through our remediation efforts during 2020, including with the oversight of, and input from, the Audit Committee, we have determined that we have remediated the material weaknesses and that our internal control over financial reporting was effective as of December 31, 2020. We highlight below significant remediation activities undertaken in 2018.

2020.

Financial Reporting Controls:

In connection with our Internal Control Transformation Program, we have continued to focus on improving our overall control environment. Our remediation actions related to improving the controls over our financial statement preparation and reporting process included the following:

The Audit Committee and our company’s management have frequent communications regarding our financial reporting and internal control environment.

We expanded our finance, accounting and information technology teams through the addition of experienced and qualified personnel.

We aligned incentive plans with sustained effective internal controls over financial reporting and management continuous control monitoring.

Our company provided additional internal controls training to our employees and standardized policies and controls where feasible.

Were-designed and harmonized our control objectives across all processes and locations.

Were-designed and enhanced our delegation of authority policy and processes, including implementing a systematic enabled work flow.

Our company implemented a central repository for policies and quarterly checklists to confirm adherence with policies.

We instituted monthly legal entity and management reporting reviews of financial statements disaggregated by key business units, regions and functional areas, to evaluate results, observe adherence to policies and agree on necessary actions to be taken before considering the period closed. Management of the respective areas meets with our corporate executives monthly in connection with these reviews.

We expanded our technical accounting group that has responsibility to ensure that the accounting for complex ornon-routine transactions is appropriate.

We expanded our use of specialists to assist with highly complex and technical areas of accounting, valuation and new accounting standards adoption.

We enhanced our Disclosure Committee processes and reviews by adding experienced and knowledgeable members to the committee and implementing disclosure surveys to capture input from appropriate areas and levels throughout the organization.

General Information Technology Controls (GITCs):

During the course of 2018, we made progress in advancing foundational elements of our general information technology controls. OurThe remediation actions implemented related to our GITC environmentGITCs included the following:

Formalized IT Global Risk and Compliance office responsibilities within the IT function to provide governance, drive accountability, establish GITC compliance and IT performance monitoring, and strengthen our control environment, training and awareness.
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Improved logical access and program change management controls including but not limited to:
Enhanced the user access review process completeness and accuracy procedures, ensuring all in-scope access was reviewed in a timely manner.
Implemented SuccessFactors as the new HR system and linking it to the Company’s network, which strengthened identity and access management of users in the Company’s network.
Created consistency in program change management, supported by standard operating procedures to govern the authorization, testing and approval of changes to systems supporting the Company’s internal control processes.
Divestiture of Environmental Solutions:
We establishedcompleted the divestiture of the Domestic Environmental Solutions disposal group. As a result of this divestiture, the material weaknesses impacting us as of December 31, 2019 associated with the Domestic Environmental Solutions disposal group no longer impacted us subsequent to April 6, 2020, the date of the divestiture.
Sustainability at Stericycle
Our Company was founded on the need to protect people, reduce risk and safeguard communities. We continue to fulfill this need today in our routine operations that compliantly treat potential infectious materials from the healthcare waste stream, safely
destroy unused pharmaceuticals, and securely destruct confidential information. We are committed to sharing more information on our focus and efforts related to environmental, social and governance matters.
Protecting the Environment
Our day-to-day operations support the sustainability of modern healthcare, protect people from potentially infectious materials, keep information confidential, protect the environment, and promote sustainability. Our business impact in 2020 included:
•
1.5 billion pounds of medical waste properly treated(1)
•
40 million pounds of unused pharmaceuticals incinerated to avoid diversion and minimize chemicals in waterways(2)
•
1.1 billion pounds of sorted office paper recycled into paper products like napkins, paper towels and bathroom tissue used in a wide range of hospitality and commercial settings(3)
•
104 million pounds of plastic generation avoided, and plastic diverted from landfill as a result of reusable containers within our Sharps Management Service(4)
   (1)
The volume of medical waste declined from 2018 due to the divestitures of operations in Argentina, Chile and Mexico as well as lighter volumes of medical waste in 2020 due to the COVID-19 pandemic.
   (2)
Weight includes transport packaging. The volume of unused pharmaceuticals declined from 2018, primarily due to the divestitures of Expert Recall, the Expert Pharmaceutical Returns business, and the Environmental Solutions business, which included the StrongPak pharmaceutical disposal program for pharmacies.
   (3)
The volume of sorted office paper recycled declined from 2018, primarily due to the closure of customer locations due to the COVID-19 pandemic.
   (4)
The volume of plastics avoided increased from 2018 given the identification of reusable container codes used in specific regions that were not previously identified as part of the Sharps Management System.
During 2020, we began tracking natural resource use at our facilities to help estimate Scope 1 and Scope 2 greenhouse gas emissions.
We also made progress toward our key business priority of operational optimization by implementing routing efficiencies. We have executed a “same street” routing analysis to reduce multiple stops in a specific location per week. We also have analyzed and revamped long-haul routes to reduce miles driven. Although our current systems and data tracking do not allow us to estimate gasoline or carbon savings directly from these efforts, routing efficiencies inherently translate into less gasoline used per pound of waste processed and reduced greenhouse gas emissions.
Additionally, we revisited our efforts to upgrade facility lighting to LED bulbs. We converted lighting in five of our larger facilities in the U.S. for a combined estimated annualized savings of 238 metric tons carbon dioxide equivalent. The lighting conversion in other domestic facilities is expected to continue in phases over the next several years.
Stericycle, Inc. - 2021 Proxy Statement  19

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Safety and Compliance
We protect people, promote health, and safeguard the environment. This includes protecting our team members and the communities we serve with comprehensive frameworks for regulatory compliance and occupational safety. Over the past several years, we have made meaningful advancements in the development of our Environmental Health and Safety (EHS) program. Our safety improvement journey has included a comprehensive focus on
centralized procedures, processes and monitoring as well as formal tracking in an EHS management system and investments in new team member safety programs. Our continued efforts during 2020 to enhance our safety-focused culture resulted in double-digit percentage improvements in key safety performance metrics. This data has been normalized to exclude divestitures.
​
 
​​
2020
​​
2019
​​
% Improved
​
​
Global Total Recordable Injury Rate (OSHA TRIR)
​​
4.98
​​
6.33
​​
21%
​
​
Global Lost Work Incident Rate (OSHA LWIR)
​​
1.93
​​
2.57
​​
25%
​
​
Vehicle Incidents(1)
​​
1,314
​​
1,950
​​
33%
​
        (1)
Data include only the U.S. and Canada for full year 2019 and 2020. Data collection for U.K. and Ireland began in September 2019, as such only September through December is included in 2019 and 2020 metrics to allow for year over year comparison. Vehicle incidents includes any incident involving a vehicle owned, leased or operated by Stericycle, excluding vehicle fires.
We maintain a centralized, global EHS program, which includes a comprehensive collection of policies, trained personnelprocedures and implementedcontrols. In certain parts of the world, Stericycle is certified as operating in accordance with the requirement of various ISO management standards, including ISO 14001, the Environmental Management Standard, and ISO 45001, the Occupational Health & Safety
Management Standard per local regulatory requirements. In countries and regions where we are not already certified to operate to an ISO standard, we are developing and deploying integrated policies and procedures over logical accessthat meet the requirements of the environmental as well as health and general information technology controls.safety standards.

​
Certification
​​
ISO 9001 - Quality
Management System
​​
ISO 14001 -
Environmental
Management System
​​
ISO 45000 –
Occupational Health &
Safety Management
System (OHSAS
18001)
​​
EMAS – EU Eco-
Management and
Audit Scheme
​
​
​UK
​​
✔
​​
✔
​​
✔
​​
​
​
Ireland
​​
✔
​​
✔
​​
✔
​​
​
​
Spain
​​
✔
​​
✔
​​
✔
​​
✔
​
​
Portugal
​​
✔
​​
✔
​​
✔
​​
​
​
Germany
​​
✔
​​
​​
​​
​
​
Romania
​​
✔
​​
✔
​​
✔
​​
​
​
Korea
​​
✔
​​
✔
​​
​​
​
​
Japan
​​
​​
✔
​​
​​
​
Workforce Overview
As of December 31, 2020, we employed over 15,000 active team members with 96% full-time employees. Additionally, we had approximately 1,180 global contingent workers supplementing our staff to fill temporary positions or as part of a temporary-to-permanent recruiting program. Our voluntary turnover rate, excluding turnover due to divestitures, was approximately 22% during 2020.
​​

​
We are a party to 11 collective bargaining agreements in the U.S. and Canada, covering approximately 750 employees, or approximately 6.5%, of our total U.S. and Canadian workforce. We have additional agreements and work councils covering approximately 1,500 employees outside of North America for a total of approximately 14% of our workforce in a collective bargaining organization. During 2020, we experienced no work stoppages.
​
20  Stericycle, Inc. - 2021 Proxy Statement

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Compensation and Benefits
To support our team members as they focus on their personal well-being and on our Company’s success, we provide a comprehensive compensation and benefits package. Our compensation program includes market-competitive salaries, annual incentive bonus opportunities for managers and senior-level individual contributors, and an equity incentive program for the director-level positions and above. We automated user access reviews.also offer a range of benefits (varying by country) including:

We implemented policiesPaid time off (vacation, family leave, sick time and mitigating controls over incompatible segregationpaid disability programs);
Healthcare coverage (medical, dental and vision);
Financial savings and investment opportunities (flexible spending accounts, health savings accounts, retirement plans, and an Employee Stock Purchase Plan);
A suite of duties within our information technology systems.life, accident and critical illness insurance programs;
Education assistance;
Both an employee assistance program and an employee hardship grant program to help those in need.
Focus on Diversity and Inclusion (D&I)
Acknowledging that a diverse and inclusive workforce is a key element of long-term business sustainability, we continue to focus on D&I with the goal of developing a workforce that represents the customers and communities we serve.
​
To publicly reinforce our commitment, our CEO, Cindy Miller, signed the CEO Action for Diversity & Inclusion Pledge. This is the largest CEO-driven business commitment to advance diversity and inclusion in the workplace, with approximately 2,000 CEOs across all industries and geographies participating.
​​


​
Within Stericycle, we have five employee resource groups supporting women, Black or African Americans, LatinX, Veterans, and the LGBTQ+ (lesbian, gay, bisexual, transgender and queer) community.
​
Our Talent Acquisition team has built relationships with numerous organizations in communities we serve to support advancement of D&I or to help us identify a wide range of diverse candidates for open positions that are filled with external candidates. As a result of our recruiting efforts, approximately 62% of all U.S.-based new hires in 2020 were racially or ethnically diverse.
​

 

Monitoring Activities:

Our remediation actions related to monitoringAs we closed 2020, 23% of our internal controls over financial reporting includedglobal workforce were women, with a slightly higher proportion of women holding senior management and middle management roles (29% and 30%, respectively). Within the following:

Enhanced control activities withinU.S., 53% of our process to recognize revenue, including:team members are from federally designated racial or ethnic minority categories.

Leveraging advanced technology to substantively evaluate and monitor revenue, accounts receivable, cash receipts and other accounts and activities associated with revenue recognition.
Implementing a monitoring control which leverages advanced analytical processes to evaluate the appropriateness of revenue related transactions across key business units.Stericycle, Inc. - 2021 Proxy Statement  21

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Implementing systematic segregation of duties through system enabled work flow.

Developing and implementing continuous monitoring of global financial reporting controls.

 

24Stericycle, Inc. - 2019 Proxy Statement

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Corporate Governance

When fully implementedTeam Member Engagement and operational,Feedback

During November 2020, we believecompleted a global team member engagement and feedback survey to gauge the controlssentiment of our team members under our new executive leadership team. The survey included a wide range of topics including manager effectiveness, change management, involvement and belonging, ethics, and communication. Approximately 77% of our team company-wide participated in the survey, compared to 69% from the survey conducted in 2018. Results from the survey indicate an
engagement improvement of approximately 10.5% compared to 2018. Additionally, we saw improvements in the areas of change management, job experience and satisfaction, involvement and belonging, manager effectiveness, communication, and quality of service. The top-rated topics from the survey indicate that our team members believe we have designed or plan to design will remediate the control deficiencies thatstrong people managers, prioritize safety, and have led to the material

clear expectations for ethical behavior.

weaknesses we have identified and strengthen our internal controls over financial reporting.

Code of Conduct

The board has

In March 2021, the Board adopted a new and enhanced Code of Business Conduct and Ethics that sets forth standards regarding matters such as honest and ethical conduct, compliance with law, and full, fair, accurate, and timely disclosure in reports and documents we file with the SEC and in other public communications. The Code of Business Conduct and Ethics applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal

accounting

accounting

officer. The Code of Business Conduct and Ethics is available aton our investor relations website,www.stericycle.com,investors.stericycle.com and is available free of charge on written request to Investor Relations, Stericycle, Inc., 28161 North Keith Drive, Lake Forest, IL 60045.2355 Waukegan Road, Bannockburn, Illinois 60015. Any amendments to certain provisions of the Code of Business Conduct and Ethics or waivers of such provisions granted to certain executive officers will be disclosed promptly on our website.

22  Stericycle, Inc. - 2021 Proxy Statement
Section 16(a) Beneficial Ownership Reporting Compliance

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Section 16(a) of the Securities Exchange Act of 1934, as amended requires our directors, executive officers and persons beneficially owning more than 10% of our outstanding common stock to file periodic reports of stock ownership and stock transactions with the SEC. During 2017 and 2018, due to the failure of an investment advisor with discretionary authority to inform Mr. Anderson of certain transactions in our common stock, Mr. Anderson failed to

timely file eleven forms 4 to report eleven transactions. In addition, due to administrative oversight by the Company, Mr. Brown and Mr. Chen each failed to timely file a form 4 to report the conversion of depositary shares into shares of our common stock and Mr. Richard Hoffman failed to timely file a form 4 to report grants of stock options, time-based restricted stock units (“RSUs”) and performance-based RSUs.

Additional Information

We will provide a copy of our Annual Report on Form10-K for the fiscal year ended December 31, 20182020 without charge to each stockholder as of the record date who sends a written request to Investor Relations, Stericycle, Inc., 28161 North Keith Drive, Lake Forest,2355 Waukegan Road, Bannockburn, Illinois 60045.60015. Copies of this

proxy statement and

our Form10-K as filed with the SEC are available in .pdf format on our investor relations website,http://investors.stericycle.com.Copies of this proxy statement and our Annual Report on Form10-K may also may be accessed directly from the SEC’s website,www.sec.gov.

sec.gov.

Communications with the Board

Stockholders and other interested parties who would like to communicate with the Board may do so by writing to the Board of Directors, Stericycle, Inc., 28161 North Keith Drive, Lake Forest,2355 Waukegan Road, Bannockburn, Illinois 60045.60015. Our Investor Relations department will process all communications received. Communications relating to matters within the scope of the Board’s responsibilities will be forwarded to the Chairman of the Board and, at his direction, to the other directors.

directors. Communications relating to ordinaryday-to-day business matters that are not within the scope of the Board’s responsibilities will be forwarded to the appropriate officer or executive. Communications addressed to a particular committee of the Board will be forwarded to the chair of that committee and, at his or her direction, to the other members of the committee.

Stericycle, Inc. - 2019 Proxy Statement25

ITEM 1 ELECTION OF DIRECTORS FOR AONE-YEAR TERM

Director Compensation

Director Compensation

For 2018,2020, each outside director’s compensation remained unchanged from 2019 and consisted of an annual cash retainer of $80,000 and an annual equity retainer of $125,000. Unless deferred, the annual equity retainer was paid entirely in time-based RSU’srestricted stock units (“RSUs”), which vest on the first anniversary of the grant date. We also paid the following retainers to directors with additional responsibilities as the Chairman of the Board or the Chair of a committee:

Chairman of the Board – $50,000 cash and $50,000 in RSUs

Chair of the Audit Committee – $20,000 cash

Chair of the Compensation Committee – $15,000 cash

Chair of the Nominating and Governance Committee – $12,500 cash

Under the terms of the Director Compensation Plan, directors may elect to convert all or a portion of the annual cash retainer to time-based RSUs. Directors may also elect to defer receipt of anyall or a portion of their annual director compensation and convert such compensation to deferred stock units (DSUs)(“DSUs”). DSUs are generally payable in the form of shares of our common stock within a certain period after a director’s death or other separation from service. We did not pay any other fees or other cash compensation to our directors who served during 20182020 or provide them with any perquisites or other personal benefits. Directors are not paid separate fees for attending meetings of the Board or its committees.

Director cash compensation is payable on a quarterly basis in arrears and prorated if the director did not serve the entire quarter.

The following table provides information about the compensation paid to our directors in 2018. Neither Mr. Alutto nor2020. Ms. Miller receiveddid not receive any additional compensation for his or her services as a director. In addition, Mr. Hackneydirector or as Chair of the Operations and Mr. Hooley were not directors during 2018 and did not receive any director compensation during that year.

  Name  Fees Earned
or Provided
in
Cash		   Stock
Awards(1)		   Total 

Brian P. Anderson

  $75,000   $125,000   $200,000 

Lynn D. Bleil

   46,250   145,000    191,250 

Thomas D. Brown

   –    195,000    195,000 

Thomas F. Chen

   60,000    125,000    185,000 

Veronica M. Hagen

   32,500    116,000    148,500 

Mark C. Miller

   40,000    125,000    165,000 

Robert S. Murley

   85,000    175,000    260,000 

Kay G. Priestly

   32,500    116,000    148,500 

Mike Zafirovski

 

   

 

60,000

 

 

 

   

 

125,000

 

 

 

   

 

185,000

 

 

 

Safety Committee.
​
Name
​​
Fees Earned
or Provided
in Cash(1)
($)
​​
Stock
Awards(2)
($)
​​
Total
($)
​
​
Robert S. Murley
​​
130,000
​​
174,983
​​
304,983
​
​
Brian P. Anderson
​​
100,000
​​
124,966
​​
224,966
​
​
Lynn D. Bleil
​​
92,350
​​
124,966
​​
217,316
​
​
Thomas F. Chen
​​
80,000
​​
124,966
​​
204,966
​
​
J. Joel Hackney Jr.
​​
80,000
​​
124,966
​​
204,966
​
​
Veronica M. Hagen
​​
80,000
​​
124,966
​​
204,966
​
​
Stephen C. Hooley
​​
79,898
​​
124,966
​​
204,864
​
​
James J. Martell
​​
40,000
​​
124,966
​​
164,966
​
​
Kay G. Priestly
​​
80,000
​​
124,966
​​
204,966
​
​
James L. Welsh
​​
40,000
​​
124,966
​​
164,966
​
​
Mike S. Zafirovski
​​
95,000
​​
124,966
​​
219,966
​
(1)

Ms. Bleil converted $92,350 of her cash compensation into 1,594 DSUs, and Mr. Hooley converted $79,898 of his cash compensation into 1,379 DSUs.

Stericycle, Inc. - 2021 Proxy Statement  23

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(2)
Stock awards are valued in accordance with FASB ASCFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, based on the closing price of our common stock on the date of the grant.

As of December 31, 2020, our non-employee directors held the following outstanding awards:

​
Name
​​
Stock Options(A)
​​
RSUs
​​
DSUs
​
​
Robert S Murley
​​
4,887
​​
174
​​
7,689
​
​
Brian P. Anderson
​​
4,887
​​
2,620
​​
1,506
​
​
Lynn D. Bleil
​​
16,522
​​
—
​​
9,626
​
​
Thomas F. Chen
​​
21,720
​​
2,446
​​
1,506
​
​
J. Joel Hackney, Jr.
​​
—
​​
2,446
​​
—
​
​
Veronica M. Hagen
​​
—
​​
—
​​
5,050
​
​
Stephen C. Hooley
​​
—
​​
2,446
​​
7,211
​
​
James J. Martell
​​
—
​​
2,446
​​
—
​
​
Kay G. Priestly
​​
—
​​
—
​​
5,050
​
​
James L. Welch
​​
—
​​
2,446
​​
—
​
​
Mike S. Zafirovski
​​
32,602
​​
—
​​
8,526
​
(A) 
Represents stock options granted in prior years. No stock options have been issued to any non-employee directors since January 2017.

Compensation Plan for 2019

2021

The Compensation Committee regularly reviews director compensation to ensure it remains competitive with our peer group. During 2018,2020, the Compensation Committee asked its independent compensation consultant to conduct a market

an evaluation of our director pay programs relative to the market and to our peer group.group and the results indicated that Stericycle’s director compensation was well below the median of the peer group at less than the 25th percentile. For 2021, the independent compensation consultant recommended changes to director compensation, taking into account the pay positioning relative to the peer group and that no change was made to director compensation for 2018, 2019 or 2020. After reviewing the results of that analysis, the Compensation Committee recommended noseveral changes to the director pay program for 2019.

2021 including an increase in the annual equity grant for all directors from
$125,000 to $145,000 and increases to the retainers for directors who serve as the Chairman of the Board or the Chair of Stericycle’s Audit, Compensation, or Nominating and Governance Committees, as described below:

26Stericycle, Inc. - 2019 Proxy Statement
Chairman of the Board – increase from $100,000 to $125,000 (equally divided between cash and RSUs)

ITEM 1 ELECTION OF DIRECTORS FOR AChair of the Audit Committee – increase from $20,000 to $25,000

Chair of the Compensation Committee – increase from $15,000 to $20,000
ONE-YEARChair of the Nominating and Governance Committee – increase from $12,500 to $20,000 TERM

Director Compensation

Stock Ownership Guidelines


Under

During 2019, we updated our Director Compensation Plan,Stock Ownership Guidelines to require that the CEO and all directors are expected to hold a minimum positionat least five times their annual salary (CEO) or cash retainer (non-employee directors) in our common stock. Previously, the CEO and each non-employee director was expected to hold four times his or her salary or annual cash retainer, as applicable.
During 2021, we further enhanced this policy. Prior to March 2021, employees and non-employee directors who were covered under the policy were permanently in compliance with the policy once they had met the holding requirements at just one of the measurement points. After they had met the holding requirements once, they were not required to update their required ownership amount even if a change in stock price or in their compensation would have yielded a higher ownership requirement. We made a change to the policy to eliminate the provision that those covered by the policy remain in compliance once they have met the requirement. Under the updated policy, ownership will be measured at the end of each quarter using current cash compensation retainer amounts (or salary, in the case of the CEO and other covered employees) and a current stock price measurement. We established this program, and recently removed
the provision that eliminated the requirement for re-measurement, and increased the ownership requirement, to help further align the long-term interests of directors with the interests of our stockholders. Eachnon-employee director is expected to hold four times the annual cash retainer in our common stock.

Although there is no specific period of time in which directors are required to achieve the applicable ownership threshold, they are expected to make continuous progress

toward that goal. To that end, eachnon-employee director must retain 75%50% of his or her stock or option awards until the minimum position requirement has been achieved.

All of our directors who have served on our Board of Directors for at least three years are in compliance with the current minimum stock ownership requirement of five times the annual cash retainer, and our other directors are continuing to make progress toward meeting that requirement.

Compliance with these ownership guidelines is measured following the same process as used for confirming stock ownership by executive officers. See “Stock Ownership Guidelines” under the “Other Compensation Matters” section.

24  Stericycle, Inc. - 2021 Proxy Statement

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Stericycle, Inc. - 2019 Proxy Statement27

ITEM 2  Advisory Vote to Approve Executive Compensation

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve, by means of anon-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement.

This proposal, popularly known as“say-on-pay, “say-on-pay,” enables stockholders to express or withhold their approval of our executive compensation program in general. The vote is intended to provide an assessment by our stockholders of our overall executive compensation program and not of any one or more particular elements of that program. The Compensation Committee and the full Board intend to consider and take into account the outcome of thisnon-binding advisory vote in making future executive compensation decisions. Because this vote is advisory andnon-binding, it will not necessarily affect or otherwise limit any future compensation of any of our named executive officers. This advisory vote to approve executive compensation will be held on an annual basis at least until the next advisory vote to determine the frequency of such vote, which is expected to be in 2023.

Our executive compensation program is described in the “Compensation Discussion and Analysis” section of this proxy statement and the related tables and narrative discussion. Stockholders are strongly urged to read this material in its entirety, and in particular to read the “Executive Summary” section of “Compensation Discussion and Analysis” to obtain an informed understanding of our executive compensation program.

We believe that our executive compensation program is firmly aligned with the long-term interests of our stockholders. Our executive compensation program has as its objectives (i) attracting, motivating and retaining highly qualified executive officers and (ii) structuring most of their compensation, aside from their base salaries, to be dependent on our attainment of measurable Company-wide performance targets and the sustained growth in our stock price, so that they benefit only if our stockholders benefit.

We believe that our executive compensation program satisfies these objectives. Our executive compensation program consists of short-term cash compensation and long-term equity-based incentive compensation. As described below in “Compensation

Discussion and Analysis,” as a result of an updated market analysis and stockholder feedback, we made several changes to our compensation programs for 2020 to drive desired business results. For 2018,2020, cash compensation was paid in the form of a base salary and annual bonus, and long-term incentive compensation was paid in the form of stock options, time-based RSUs and performance-based RSUs.performance stock units (“PSUs”). Annual cash performance bonuses are dependent on Company-wide performance. Stock options and RSUs are linked to the performance of our common stock, and in the case of performance-based RSUs,PSUs, achievement of a pre-established earnings per share metric (“EPS”EPS Metric”), return on invested capital metric (“ROIC Metric”) and relative total stockholder return (“rTSR”) goals. With respect to 2018,2020, cash compensation represented 30%49% and equity compensation 70%represented 50% of our CEO’sMs. Miller’s total direct compensation, and cash compensation represented 37%54% and equity compensation represented 62%44% of the total direct compensation of our other NEO’s total direct compensation, respectively (we excluded separation payments from calculation of these percentages). named executive officers.
Based on 20182020 fiscal year performance, our executive officers earned 24.2%158.7% of their cash incentive target. Under the long-term incentive program, our executive officers achieved 139.0% of the 2020 performance year target and 43%with respect to one-third of their PSUs granted in 2020 (which are still subject to a three-year rTSR modifier and will not vest, if at all, until after the end of 2022). Vesting of performance-based RSUs which were tiedRSU awards granted in 2018 and 2019 was also linked to the achievement of the 2020 PSU targets. The plan design for the 2018 performance.

and 2019 performance-based grants did not include any vesting upside potential beyond 100%, therefore, the third tranche of the 2018 award and the second tranche of the 2019 award vested at 100% in spite of the 139% result.

As more fully discussed in the “Compensation Discussion and Analysis” section and the related tables and narrative discussion, the Board of Directors requests stockholders to approve the following resolution:

Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the compensation tables, and the related narrative disclosure in this Proxy Statement.



The Board of Directors recommends a vote “FOR” the approval of this advisory resolution on the compensation of our Company’s named executive officers, as disclosed in this proxy statement. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

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28Stericycle, Inc. - 2019 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Stericycle’s Executive Team Led Through Challenges to Deliver Above Target Results
While the COVID-19 pandemic presented many unique challenges in 2020, our executive leadership team delivered strong financial results for the year while also increasing safety outcomes and maintaining excellent levels of customer service. Although we saw increased demand for some of our regulated waste and compliance services, we also encountered pandemic-related business disruption, which included impacts to secure information destruction and maritime waste services. Given the pandemic-related business impact, our team members quickly mobilized an international effort to secure sufficient PPE for our essential front-line team members, which ensured continuity of service to the healthcare industry during an unprecedented time. Despite these challenges, Stericycle successfully serviced our customers, achieving all-time highs in customer service metrics. We also drove operational efficiencies, executed on several business rationalization initiatives, including our largest divestiture ever, improved our credit agreement defined debt leverage ratios, and launched several new services and products. Thanks to these efforts, Stericycle achieved above-plan results in our annual cash incentive plan (158.7% of target) and long-term performance-based plan (139.0% of target) for 2020 without making any adjustments for pandemic-related impacts.
Our executive team drove these results in a thoughtful way that balanced attainment of strong outcomes without sacrificing our goals to continually improve safety and service and to protect what matters – our team members, our customers, and our communities. When the pandemic first began to have an impact in March 2020, our executive team immediately requested that their salary increases (which had been effective in February 2020) be rolled back until there was better clarity on the impact of the pandemic on our business. When it became clear that we would need to furlough some workers due to the lower demand in certain business areas, Stericycle prioritized employees’ healthcare benefits and continued to pay the employer portion of the furloughed employees’ medical benefits until we could return them to active employment. While many of our employees were able to transition to work from home, many were not, and to reward these front-line employees who worked during the early days of the pandemic (March – June), our executive team made the decision to pay bonuses for these workers in June 2020 as a reward for their perseverance in servicing our customers.
Stericycle values its pay for performance philosophy and our actions have been consistent with this philosophy over time. While we are pleased with the 2020 business results and correlating incentive plan outcomes, we have consistently demonstrated that we align pay with performance – whether above or below plan targets. In recent years, this philosophy has yielded a result of zero or reduced earned compensation for both our annual cash incentive plan and our long-term incentive plan for executives. The cash incentive plan payout was zero for fiscal years 2017 and 2019 and the payout for fiscal 2018 results was low, at 24.2% of target. Similarly, the results for our long-term incentive plan metrics did not meet the threshold for any vesting for our performance-based equity awards tied to fiscal 2017 or 2019 results and the performance-based awards for fiscal 2018 vested at 43.0% of target. Pursuant to the ratable vesting schedule which was in place for performance-based awards through 2019, any unvested awards were forfeited for these three years.
In the midst of achieving these results for 2020, the executive leadership team did not allow other key team member initiatives to fall behind, particularly in the areas of D&I, employee engagement and caring for our team members. As referenced in the earlier Focus on Diversity and Inclusion (D&I) and Engagement sections above, we concentrated significant efforts on enhancing diversity and inclusion with the goal of developing a workforce that represents the customers and communities that we serve. In addition, we completed a global team member engagement and feedback survey to gauge the sentiment of our team members under the new executive leadership team and results from the survey indicate an engagement improvement of approximately 10.5% compared to 2018.
Our executive leadership team also devotes time and effort to caring for our team members and their communities. These efforts include providing every U.S.-based employee with a Seal and Send envelope in their annual benefits enrollment package so that each team member can dispose of unused drugs from their homes safely and free of charge to reduce the opportunity for opioid abuse or for pharmaceuticals to contaminate the water supplies in our team members’ communities. Through our SteriCares program, we provided grants for 41 team members experiencing acute financial needs and raised significant funds for future grants, including a matching campaign by our executive leadership team and board members. In summary, our executive team is committed to cultivating a company that cares for people and the environment while delivering strong financial results to its stakeholders.
Leadership Team Drives Successful Changes for Stericycle
We were able to achieve these results in 2020 in large part due to the strong and diverse skillsets that we have sought out over the last three years by redesigning our executive team. During 2018 and 2019, we significantly evolved the executive management team to drive the transformation of our Company, including the addition of new leaders with deep experience in change management, safety, logistics,
26  Stericycle, Inc. - 2021 Proxy Statement

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commercial expertise, engineering capability, technology expertise, and operational excellence. These leaders and the skills they bring have been a critical component on our journey to reposition Stericycle with our customers, improve our long-term growth and profitability, and drive stockholder value, which we are now seeing in the 2020 results.
Our leadership changes began with the appointment of Cindy J. Miller as Stericycle’s President and Chief Operating Officer during October 2018. In February 2019, we announced that Ms. Miller would become President, Chief Executive Officer and a member of the Board of Directors. Her appointment as President, Chief Executive Officer was effective May 2, 2019.
Additional leadership changes that took place from 2018 through the present included the following direct reports to the CEO:
Janet Zelenka was named Executive Vice President and Chief Financial Officer on June 1, 2019. She assumed the additional duties and responsibilities of Chief Information Officer on June 28, 2020.
Kurt Rogers was rehired at Stericycle as Executive Vice President and General Counsel in March 2020.
Joseph A. Reuter was named Executive Vice President and Chief People Officer in January 2019.
Daniel V. Ginnetti, former Chief Financial Officer, was named Executive Vice President, International in February 2019.
Richard Moore was named Executive Vice President, North American Operations in January 2019 to lead our U.S. and Canada field operations, a newly created role.
S. Cory White was appointed Executive Vice President and Chief Commercial Officer in October 2019. He joined Stericycle in April 2019 as Executive Vice President of Communication and Related Services (“C&RS”) and retains his current C&RS responsibilities in his new role.
Dominic Culotta was appointed Executive Vice President and Chief Transformation Officer in January 2021 and took on additional responsibilities in transforming the company culture and processes to align the beliefs and behaviors necessary to strengthen our business as we continue our ERP implementation initiatives and leveraging that technology to advance all our operations. He joined Stericycle in April 2019 as Executive Vice President and Chief Engineer, which was a newly created role to drive centralization and standardization across our organization with specific emphasis on field operations.
Michael Weisman joined Stericycle as Executive Vice President and Chief Ethics and Compliance Officer in April 2018.
Stericycle’s leadership team includes the CEO and these eight executive vice presidents. Over the last 18 months, the executive team’s new perspective and focus have strengthened Stericycle’s leadership guidance by identifying opportunities for transformation, implementing new policies, procedures and systems, and establishing a collaborative and results-oriented dynamic as an executive team. Together, they have made Stericycle stronger and they strive for continuous improvement.
Our 2020 Named Executive Officers


This Compensation Discussion and Analysis explains our executive compensation program generally and the compensation awarded to our CEO, CFO, and our three other most highly compensated executive officers who were serving as executive officers as of the end of 2018, and two additional individuals who would have been included as one of our three most highly compensated executives but for the fact they were not serving as executive officers as of the end of 2018.2020. These executives, referred to as our “named executive officers” or “NEOs”, were:

​
Name

Name

​		​
Title (as of December 31, 2018)2020)
​

Charles A. Alutto

​

Chief Executive Officer

Cindy J. Miller

​

​

President and Chief OperatingExecutive Officer

​

Daniel V. Ginnetti

​
Janet H. Zelenka

​

​
Executive Vice President, and Chief Financial Officer

and Chief Information Officer
​

​

Daniel V. Ginnetti
​​
Executive Vice President, International
​
​
Kurt M. Rogers

​

​

Executive Vice President and General Counsel

​

Ruth-Ellen Abdulmassih

​
S. Cory White

Executive Vice President, Communication and Related Services

Joseph B. Arnold

​		​

Former

Executive Vice President and Chief OperatingCommercial Officer

Brenda R. Frank

Former Executive Vice President and Chief People Officer

​
Stericycle, Inc. - 2021 Proxy Statement  27

TABLE OF CONTENTS

Executive Compensation Philosophy and Best Practices
Stericycle’s Executive Compensation Philosophy


Our executive compensation program is developed by the Compensation Committee and approved annually by the Board of Directors.

Compensation Committee. The compensation program for executive officers has two objectives:

1.

To attract, motivate, and retain highly qualified executive officers; and

2.

To structure the bulk of executive compensation to be dependent on Stericycle’s attainment of measurable Company-wide performance targets and sustained growth in our stock price so that executives benefit only if our stockholders benefit.

Our executive compensation program has three components: base salary, short-term incentive awards, and long-term incentive awards. BaseIn 2020, base salary and annual performance bonuses arewere paid in cash, and long-term

incentive compensation iswas paid

in the form of stock options, time-based RSUs and performance-based RSUs.PSUs. We generally target our executive officers’ total direct compensation to be aligned with the median of our peer group. To ensure appropriate alignment, the Compensation Committee considers experience, individual contribution,contributions, and the Company’s performance relative to its peer group when setting pay levels.

The Compensation Committee and the Board work to ensure that our executive compensation program is both market-competitive and performance-oriented. Our executive officers earn base salaries, but the majority of their target compensation comes in the form of annual cash performance bonuses, stock optionstime-based RSUs and time-based and performance-based RSUs.PSUs. As a result, a substantial portion of our executive officers’ compensation is influenced, either positively or negatively, by Company performance.

Stericycle, Inc. - 2019 Proxy Statement29

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Executive Compensation Best Practices


The Compensation Committee regularly reviews the executive compensation program to ensure that it is aligned with our compensation philosophy, our Company objectives, and stockholder interests. Highlights of key elements of and exclusions from our program are noted below.

​
What We Do:
​​
What We Don’t Do:
​
​
✔
​​

✓

Deliver a significant percentage of target annual compensation as variable compensation tied to performance
​✗​
✗
​​
Nore-pricing of underwater stock options
​
​
✔
​​

✓

Align executives’ interests with stockholders’ interests through long-term incentive compensation paid in equity
​✗​
✗
​​
No excessive perquisites or personal benefits
​
​
✔
​​

✓

Maintain an enhanced executive compensation clawback policy
​✗​
✗
​​
No employment contracts for NEOs
​
​
✔
​​

✓

Cap annual and long-term incentive awards
​​
​​
​
​
✔
​​

✓

Retain an independent compensation consultant to advise the Compensation Committee
​​
​​
​
​
✔
​​

✓

Prohibit officers and directors from engaging in hedging, pledging or short sale transactions involving our securities
​​
​​
​
​
✔
​​

✓

Regular
Conduct a regular review of proxy advisor policies and corporate governance best practices
​​
​​
​
​
✔
​​

✓

Maintain stock ownership and retention guidelines
​​
​​
​
​
✔
​​

✓

Provide “double-trigger” vesting of equity awards in connection with a change in control

​​
​​

Our Executive Compensation Program for 2018

Historically, our named executive officers received salaries significantly below those of comparable executives in our peer group of companies. Beginning in 2015, the Compensation Committee embarked on a four-year plan to move salaries of our executive officers toward the median of our peer group of companies. Subsequent to our acquisition ofShred-it in 2015, the Compensation Committee determined that this four-year timetable needed to be accelerated to reflect the increased responsibilities of the executives, to preserve internal equity, and to support retention. In 2017, our named executive officer salaries were adjusted upward and annual cash performance targets were adjusted downward moving our named executive officer direct cash compensation toward the median of our peer group companies, which completed the plan approved in 2015. For 2018, no changes were made to the salaries or bonus targets for the named executive officers.

For 2018, our named executive officers’ annual cash performance bonuses were based upon the achievement of Adjusted EBITDA targets developed from our annual operating plan and adjusted return on invested capital (Adjusted ROIC). Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization excluding acquisition-related expenses and other various expenses that do not reflect the ongoing performance of the business. The approach used for Adjusted EBITDA for executive compensation is consistent with that used for communicating the financial performance

of the company and is reviewed quarterly by both the Audit Committee and Compensation Committee.

Adjusted ROIC excludes the impact of acquisitions within the current year. The calculation for Adjusted ROIC is net operating profit after taxes and amortization (NOPATA) excluding acquisition-related expenses and other various expenses that do not reflect the ongoing performance of the business divided by invested capital. In 2018, Adjusted ROIC excluded the impact of acquisition expenses, integration expenses, restructuring and plant conversion expenses, the change in fair value of contingent considerations, contract exit costs, asset impairment charges, litigation expenses, and insurance proceeds. For additional detail and reconciliations, see Appendix A to this proxy statement.

The Board believes these two metrics for the annual cash performance bonus provide strong incentives to our executive officers to improve our operating performance and the return on our capital employed, thereby creating value for our stockholders.

Our executives are also compensated with a long-term incentive program in the form of equity grants. For 2018, the award structure of the long-term incentive plan was equally divided among stock options, time-based RSUs, and performance-based RSUs. These grants of equity were designed to incentivize our named executive officers to focus on long-term value creation.

30Stericycle, Inc. - 2019 Proxy Statement​

28  Stericycle, Inc. - 2021 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

TABLE OF CONTENTS

The principal elements of our executive compensation program for 2018 are summarized below. These elements are discussed in more detail under “2018 Compensation Program Highlights.”

Compensation

Element

Form of
Compensation		Performance and
Vesting Criteria		Purpose

Base Salary

CashN/A

Provide fixed compensation to attract and retain key executives and to offset external factors that may impact incentive pay

Annual Cash

Bonus

Cash

Annual Adjusted EBITDA and Adjusted ROIC objectives

Incentivize executives to achieve annual performance goals and be rewarded commensurately

Long-term

Incentives

Stock Options (1/3)
Time-based RSUs (1/3)

Performance-based
RSUs (1/3)

Five year ratable vesting based on continuous service

Vest, or not, in three equal annual installments depending onachievement of pre-established performance metrics

Incentivize long-term value creation and align management’s interests with those of our shareholders

For 2018, approximately 82% of our CEO’s target total compensation and approximately 73% of our other NEO’s target total compensation was at risk.

The chart below illustrates how these components were allocated in actual total compensation received by our NEOs in 2018 (we excluded separation payments from calculation of these percentages).

LOGO

2018 CEO Compensation Mix 2018 Other NEO Compensation Mix

Stericycle, Inc. - 2019 Proxy Statement31

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation-Setting Process

Our Compensation-Setting Process

Compensation Committee


Compensation decisions for our executive officers are made by the Compensation Committee of our Board of Directors, subject in some instances to approval by the full Board. All of

the Committee’s members are independent under the applicable SEC rules and Nasdaq listing standards.

Peer Group

Our peer group is composed of companies that are similar to us in terms of revenue, number of employees, services offered, and industries served. The Companies in the peer group are also representative of the types of companies we compete with for executive talent. The Compensation

Decision-Making Processes

Committee refers to information about our peer group primarily for the purpose of benchmarking the NEOs’ total direct compensation pay levels, pay practices and industry pay trends.

For 2018, the peer group consisted of the following companies:

Company Name

  2017 Revenue
($MM)		   Employees   Industry Focus 

ABM Industries Incorporated

  

 

$  5,986

 

  

 

140,000

 

  

 

Business services

 

Advanced Disposal Services, Inc.

  

 

1,540

 

  

 

5,939

 

  

 

Environmental and facilities services

 

Charles River Laboratories International, Inc.

  

 

2,022

 

  

 

11,800

 

  

 

Medical laboratories & research

 

Cintas Corporation

  

 

6,477

 

  

 

41,000

 

  

 

Business services

 

Clean Harbors, Inc.

  

 

3,102

 

  

 

12,700

 

  

 

Waste management

 

CoreCivic, Inc.

  

 

1,774

 

  

 

12,875

 

  

 

REIT – Diversified

 

Covanta Holding Corporation

  

 

1,836

 

  

 

3,700

 

  

 

Waste management

 

Ecolab Inc.

  

 

14,376

 

  

 

48,400

 

  

 

Cleaning products

 

Equifax, Inc.

  

 

3,416

 

  

 

10,300

 

  

 

Credit services

 

Healthcare Services Group, Inc.

  

 

1,996

 

  

 

55,000

 

  

 

Business services

 

Iron Mountain Incorporated

  

 

4,060

 

  

 

24,000

 

  

 

Specialized REIT

 

J.B. Hunt Transportation Services, Inc.

  

 

7,921

 

  

 

24,681

 

  

 

Transportation services

 

Pitney Bowes, Inc.

  

 

3,819

 

  

 

14,700

 

  

 

Business equipment

 

Republic Services, Inc.

  

 

10,067

 

  

 

35,000

 

  

 

Waste management

 

Rollins, Inc.

  

 

1,754

 

  

 

13,126

 

  

 

Business services

 

Tetra Tech, Inc.

  

 

2,182

 

  

 

16,000

 

  

 

Technical services

 

The Brink’s Company

  

 

3,482

 

  

 

62,150

 

  

 

Security and alarm services

 

UniFirst Corporation

  

 

1,666

 

  

 

14,000

 

  

 

Diversified support services

 

Waste Connections, Inc.

  

 

4,744

 

  

 

15,283

 

  

 

Waste management

 

Stericycle, Inc.

  

 

3,549

 

  

 

25,000

 

  

 

 

 

Environmental and facility
services

 

 
 

Median

  

 

3,416

 

  

 

15,283

 

     

The Compensation Committee reviews the peer group annually and makes adjustments if necessary (for example, to remove companies in the case of an acquisition).

32Stericycle, Inc. - 2019 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation-Setting Process

Decision-Making Processes

The Compensation Committee takes into accountconsiders a number of factors in setting compensation and incentive award opportunities for our executive officers. These decisions are made with a view to reaching an overall result that the Committee believes is appropriate and fair to each executive officer – both in absolute terms and relative to the compensation of the other executive officers – and fair as well to Stericycle and to our stockholders. The Committee also considers each executive officer’s role, contribution to our performance, and the officer’s compensation history in making compensation decisions.

Compensation decisions are typically made at the regular meeting of the Compensation Committee during the fourth quarter of the prior year based on market study results andyear-to-date current year performance of the Company and the executive officers. The Committee considers these results in determining the executive officers’ annual cash performance bonuses for the current year and their base salaries and annual cash performance bonus targets for the upcoming year.

Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of our other NEOs, but management generally does not otherwise participate in the Committee’s decisions. The Committee provides a recommendation for the salary of our NEOs, but the Board must provide final approval.

Decisions regarding the annual stock option and RSUequity grants to our executive officers and to our employees generally are made during the first Compensation Committee meeting of the year, subject to approval by the Board of Directors. The Committee determines the annual stock option and RSU grants toequity grant amounts for our executive officers taking into account (i) our overall operating performance, (ii) each executive officer’s individual responsibilities and performance, (iii) competitive market data, (iv) prior stock option and RSUequity grants, and (v) the goal of limiting stock option and RSUequity grants to no more than 10% of our fully-diluted shares over a trailing five-year period, thus averaging dilution of no more than 2% a year.

Compensation Consultant


The

In August of 2019, the Compensation Committee has engaged Deloitte Consulting LLP,Pay Governance LLC as its independent compensation consultant to review our executive compensation philosophy and practices and the composition of our peer

group of companies. After a review of the factors prescribed by SEC and Nasdaq rules and regulations in both 2019 and 2020, the Compensation Committee determined that Deloitte Consulting LLPPay Governance LLC is independent.

Pay Governance provides consulting services to Stericycle’s Compensation Committee, in the form of research, market data and design expertise in developing executive and director
compensation programs. A representative of Pay Governance attended each of Stericycle’s Compensation Committee meetings in 2020 and advised the Committee on all principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses with respect to the Company’s executive officers, including the CEO. The compensation consultant reports directly to Stericycle’s Compensation Committee, and the Committee is free to replace the consultant or hire additional consultants or advisers at any time.
Peer Group
Our peer group is composed of companies that are similar to us in terms of revenue, number of employees, services offered, and industries served. The companies in the peer group are also representative of the types of companies we compete with for executive talent. The Compensation Committee refers to information about our peer group primarily for the purpose of benchmarking the NEOs’ total direct compensation levels, pay practices, and industry pay trends. The Compensation Committee reviews the peer group annually and makes adjustments if necessary (for example, to remove companies in the case of an acquisition).
In 2019, the Compensation Committee engaged its independent advisor to conduct a review of the peer group. Based on that review, the Compensation Committee made several changes to the peer group for 2020, including removing eight companies which were deemed to be too dissimilar in industry type to serve as good comparisons for Stericycle and adding one new peer company. The Committee focused on quality versus quantity when finalizing the peer group and determined that the new peer group provides a stronger basis for analysis and benchmarking over the prior peer group. The Committee intends to refresh the peer group again in 2021 in preparation for compensation benchmarking for 2022 since one peer was acquired by another during 2020 and will no longer serve as a company in our peer group for 2021.
Stericycle, Inc. - 2021 Proxy Statement  29

TABLE OF CONTENTS

For 2020, the peer group consisted of the following companies:
​
Company Name
​​
2020 Revenue
($MM)
​​
Employees
​​
Industry Focus
​
​
ABM Industries Incorporated
​​
5,988
​​
114,000
​​
Environmental and Facilities Services
​
​
Cintas Corporation
​​
7,085
​​
40,000
​​
Diversified Support Services
​
​
Clean Harbors, Inc.
​​
3,144
​​
13,500
​​
Environmental and Facilities Services
​
​
Covanta Holding Corporation
​​
1,904
​​
4,000
​​
Environmental and Facilities Services
​
​
Ecolab Inc.
​​
11,790
​​
44,000
​​
Specialty Chemicals
​
​
Iron Mountain Incorporated
​​
4,147
​​
24,000
​​
Business Services
​
​
Pitney Bowes, Inc.
​​
3,554
​​
11,500
​​
Office Services and Supplies
​
​
Republic Services, Inc.
​​
10,154
​​
35,000
​​
Environmental and Facilities Services
​
​
Tetra Tech, Inc.
​​
2,349
​​
20,000
​​
Environmental and Facilities Services
​
​
Waste Connections, Inc.
​​
5,446
​​
18,993
​​
Environmental and Facilities Services
​
​
Waste Management, Inc.
​​
15,218
​​
48,250
​​
Environmental and Facilities Services
​
​
Stericycle, Inc.
​​
2,676
​​
15,000
​​
Environmental and Facilities Services
​
​
Median
​​
5,446
​​
24,000
​​
​
2020 Executive Compensation Overview
Executive Compensation Program Changes to Align with Our Transformation
At our 2020 Annual Stockholders’ Meeting, our Say on Pay Advisory vote garnered 93.6% support, an outcome significantly above results for 2019, which returned support of 70.6%. We were disappointed by the results of the 2019 Say on Pay Advisory vote and we were determined to listen to our stockholders and make changes to our programs based on their input. After the 2019 annual meeting, we proactively reached out to our top 25 stockholders (82% of outstanding shares) to review changes for the 2020 compensation programs and to discuss feedback from the 2019 Say on Pay Advisory vote.
As a result of this feedback from our stockholders, our Compensation Committee, with the input of a new independent advisor, approved changes in compensation for 2020 to focus management on driving improvements to both the balance sheet and the income statement and to better align Stericycle with compensation best practices. We saw the positive reception of these changes in our Say on Pay Advisory vote with the increase from 70.6% support in 2019 to 93.6% support in 2020. In December 2020, we furthered our outreach efforts by contacting our top 30 stockholders, representing approximately 75% of outstanding ownership, to review several matters, including the 2020 Say on Pay Advisory vote, and 13 stockholders, who held 39% of outstanding shares, met with the Company in response to this outreach.
Given the strong stockholder support in 2020, the information from subsequent shareholder engagement, and the fact that we still have several aspects of our transformation to complete, we have maintained substantially the same plan design for 2021 as was introduced in 2020. Noted below is a summary of the key components of the executive compensation plans that were re-designed for 2020 and will be continued in 2021.
​
Plan Impacted
​​
Key Changes
​​
Reasons
​
​
Annual cash bonus
​​
Selected new metrics of EBIT1 (40%), Free Cash Flow1 (35%), Safety Improvements (15%), and Service (10%)
​​
To focus the emphasis on key metrics that represent Company performance and drive stockholder value
​
​
Stock options
​​
Eliminated stock options from the long-term incentive program
​​
To align the long-term incentive program with peer group benchmarks and stockholder feedback indicating a desire for a higher concentration of performance-based awards
​
​
Time-based RSUs
​​
Adjusted the time-based RSU component of the total long-term incentive award to 45% of the total long-term incentive award
​​
To allow for a long-term incentive mix that is consistent with market norms but weighted less heavily than PSUs
​
30  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

​
Plan Impacted
​​
Key Changes
​​
Reasons
​
​
Performance-based RSUs (PRSUs)/ Performance Stock Units (PSUs)
​​
Replaced the performance-based RSU component of the long-term incentive award with PSUs which allow for payouts above 100% if achievement of performance goals exceeds targets and weighted the PSUs at 55% of the total long-term incentive award

Added a second, equally-weighted performance metric to supplement adjusted EPS1 in the form of adjusted ROIC and included an rTSR modifier to be measured over the three-year period

Changed vesting from a three-year ratable schedule to a three-year cliff vesting schedule which pays out only at the end of the three-year period
​​
Move from PRSUs to PSUs provides incentive for exceeding results; weighting at 55% results in over half of the long-term incentive to be linked to company performance goals

Growth and return are classic value creation metrics and two metrics (rather than one) are considered better indicators of financial performance; rTSR modifier further aligns Stericycle payouts with stockholder return

Ratable vesting for PSUs is uncommon and cliff vesting creates additional incentive for retention of NEOs
​
​
Peer group
​​
Peer group was adjusted to remove eight companies and add one company
​​
Peer group analysis showed that the previous peer group contained a number of companies that were no longer categorized as a good industry fit; the revised peer group prioritizes quality over quantity and is a better benchmark for the Company
​
1Metrics have pre-approved and clearly defined adjusted items that are reasonable and customary.
Our Executive Compensation Program for 2020
The Compensation Committee works with its compensation consultant to conduct an independent review of executive officer salaries. After considering the results of the independent review in 2019, the Compensation Committee approved salary increases for seven of our executive officers, including the CEO, and cash incentive target increases for three of our executive officers, including the CEO, which were effective on February 9, 2020. As the global pandemic began to present new and unknown impacts to businesses everywhere, the officers requested that their salary increases be reversed for the good of the Company and their former salaries were reinstated effective March 22, 2020. After the impact of the pandemic on Stericycle’s business was better understood, the increases were reinstated on June 28, 2020. Additionally, as a result of our Chief Financial Officer assuming the additional duties and responsibilities of Chief Information Officer on June 28, 2020, the Compensation Committee increased her base salary further at that time.
For 2020, our named executive officers’ annual cash performance bonuses were based 40% on the performance of our EBIT Metric and 35% on the performance of our Free Cash Flow Metric. Both metrics have pre-approved and clearly defined adjusted items that are reasonable and customary. The EBIT Metric provides the best representation of how we are achieving results and managing our capital; effective capital management ultimately shows expansion in operating margin if we are putting that capital to its best use. The Free Cash Flow Metric measures our progress on generating cash from operations, improving our balance sheet, and the effective deployment of capital investments.
The metrics for the remaining 25% of the 2020 plan focused on annual priorities, which for 2020 included performance improvement in safety weighted at 15% and delivering strong customer service weighted at 10%.
In 2020, the EBIT Metric and the Free Cash Flow Metric excluded items such as:
consulting and professional fees related to certain litigation, settlement and regulatory compliance matters;
charges related to certain non-cash impairments;
changes in depreciation and amortization expenses compared to amounts included in the incentive target;
changes in RISI rates from expected rates;
changes in foreign currency rates; and
wage subsidies received as a result of the COVID-19 pandemic.
Furthermore, as we divested certain businesses in 2020, we did not reduce our incentive targets down by what was still remaining in the plan for those businesses. Instead, we added back that remaining portion of the income for those businesses in order to reconcile back to the original target. For additional detail and reconciliations, see Appendix A to this proxy statement.
Our executives are also compensated with a long-term incentive program in the form of equity grants. For 2020, the award structure of the long-term incentive plan was divided between time-based RSUs (weighted at 45%) and PSUs (weighted at 55%). Vesting of the PSUs at the end of the three-year vesting period is based on two equally weighted metrics (an EPS Metric and a ROIC Metric), which are averaged
Stericycle, Inc. - 2021 Proxy Statement  31

TABLE OF CONTENTS

over the three-year period and then multiplied by an rTSR modifier based on the performance of Stericycle’s stock relative to the S&P Midcap 400. Both metrics have pre-approved and clearly defined adjusted items that are reasonable and customary. These grants of equity were designed to incentivize our named executive officers to focus on long-term value creation.
The principal elements and purposes of our executive compensation program for 2020 are summarized below. These elements are discussed in more detail under “2020 Compensation Program Highlights.”
​
Compensation Element
​​
Form of
Compensation
​​
Performance and
Vesting Criteria
​​
Purpose
​
​
Base Salary
​​
Cash
​​
N/A
​​
Provide fixed compensation to attract and retain key executives and to offset external factors that may impact incentive pay
​
​
Annual Cash Bonus
​​
Cash
​​
Annual EBIT Metric, Annual Free Cash Flow Metric and Annual Priorities
​​
Incentivize executives to achieve annual performance goals and be rewarded commensurately
​
​
Long-term Incentives
​​
Time-based RSUs (45%)


PSUs (55%)
​​
Three-year ratable vesting based on continuous service

Vest, or not, at the end of the three-year period depending on achievement of pre-established performance metrics
​​
Incentivize long-term value creation and align management’s interests with those of our stockholders
​
For 2020, approximately 81% of our CEO’s target total compensation and approximately 73% of the target total compensation of our other NEOs was at risk.
The chart below illustrates how these components were allocated in actual total compensation received by our CEO and other NEOs in 2020.

 

Summary of 2020 Incentive Compensation Outcomes
A.
Annual Cash Performance Bonuses
In 2020, our executive officers were eligible to earn annual cash performance bonuses based 40% upon the performance on our EBIT Metric, 35% upon the performance on our Free Cash Flow Metric and 25% upon the achievement of Annual Priorities, which for 2020 included Safety objectives (15%) and Service objectives (10%). Stericycle achieved above-plan results in our annual cash incentive plan of 158.7% of target without making any adjustments for pandemic-related impacts. Details on the annual cash performance goals and results for 2020 are described below under the section “2020 Compensation Program Highlights.”
32  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

B.
Performance Stock Units (PSUs)
In 2020, our executive officers held unvested performance-based RSUs and PSUs from grants made in 2018, 2019, and 2020. The third tranche of the 2018 grant and the second tranche of the 2019 grant were eligible for vesting based upon 2020 results. Additionally, the first tranche of the 2020 grant was eligible for measurement for conditional vesting based upon 2020 results. 2020 performance was scored against two equally weighted measures - an EPS Metric and a ROIC Metric. Stericycle achieved above-plan results on these metrics, achieving 139.0% of target for 2020 without making any adjustments for pandemic-related impacts. Details on the PSU goals and results for 2020 are described below under the section “2020 Compensation Program Highlights.”
2020 Compensation Program Highlights

Base Salaries


The table below illustrates the NEOs’ base salaries over the past three fiscal years.

    2018 Salary   2017 Salary  2016 Salary 

Mr. Alutto

  

$

1,000,000

 

  

$

1,000,000

 

 

$

585,000

 

Ms. Miller

  

 

625,000

 

  

 

N/A

* 

 

 

N/A

* 

Mr. Ginnetti

  

 

550,000

 

  

 

550,000

 

 

 

380,000

 

Mr. Rogers

  

 

400,000

 

  

 

N/A

* 

 

 

N/A

* 

Ms. Abdulmassih

  

 

370,000

 

  

 

370,000

 

 

 

N/A

** 

Mr. Arnold

  

 

550,000

 

  

 

550,000

 

 

 

380,000

 

Ms. Frank

  

 

400,000

 

  

 

400,000

 

 

 

325,000

 

​
 
​​
2020 Salary(1) ($)
​​
2019 Salary ($)
​​
2018 Salary ($)
​
​
Ms. Miller
​​
960,000
​​
625,000/900,000(2)
​​
625,000
​
​
Ms. Zelenka
​​
625,000
​​
575,000
​​
N/A(3)
​
​
Mr. Ginnetti
​​
575,000
​​
575,000
​​
550,000
​
​
Mr. Rogers
​​
300,000/500,000(4)
​​
500,000
​​
400,000
​
​
Mr. White
​​
445,000
​​
N/A(5)
​​
N/A(5)
​
*
(1)

As discussed above under the section “Our Executive Compensation Program for 2020,” the base salary amounts for 2020 were only in place during the periods of February 9, 2020 – March 21, 2020 and June 28, 2020 – December 31, 2020. In the case of Ms. MillerZelenka, her base salary was $595,000 from February 9, 2020 – March 21, 2020, and Mr. Rogers were not NEOs in 2017 or 2016.

then effective June 28, 2020, her base salary was increased to $625,000 as a result of her assuming the additional duties and responsibilities of Chief Information Officer on June 28, 2020.

**
(2)

Ms. AbdulmassihMiller’s salary was prorated between her roles as President and Chief Operating Officer (through May 1, 2019) and CEO (effective May 2, 2019).

(3)
Ms. Zelenka joined our Company as Executive Vice President and Chief Financial Officer on June 1, 2019 and therefore was not an NEO in 2016.

2018.

(4)
Stericycle, Inc. - 2019 Proxy Statement33Per an agreement with Mr. Rogers when he returned to the Company, his annualized base salary was $300,000 until October 1, 2020, and then was increased to his prior base salary of $500,000.

(5)
Mr. White was not an NEO in 2019 and 2018.

COMPENSATION DISCUSSION AND ANALYSIS

2018 Compensation Program Highlights

With the increases phased in over the 2015-2017 period, base salaries for the majority of our NEOs are in line with the median for our peer group. For 2019,2021, the Compensation Committee once again engaged its compensation consultant to conduct an independent review of executive officer salaries, as it had been several years since the last such review.salaries. After considering the results of the independent review, the

Compensation Committee approved salary increases for two of our executive officersthe NEOs effective on March 1, 2021. The 2021 salary increases for the NEOs range from 2% - 5% and a cash incentive target increase for one executive officer,represent the Compensation Committee’s intent to be effective January 1, 2019. See “Our Executive Compensation Program for 2019”. The remaining executive officers didkeep pace with the market but not receive increases to make any large adjustments in base compensation or to cash incentive targets for 2019.

salary levels.

Annual Cash Performance Bonuses


Our annual cash performance bonus program is intended to reward our executive officers for achieving our annual operating plans and budgets. Each executive officer is eligible for an annual cash performance bonus equal to a specified percentage of base salary.

Our

In 2020, our executive officers were eligible to earn annual cash performance bonuses based upon the achievement of Adjusted EBITDA

the targets

targets

for the EBIT Metric and the Free Cash Flow Metric developed from our annual operating plan and budgetSafety and Adjusted ROIC targets.

Service metrics.

As a result, 70%40% of each NEO’s 20182020 annual cash performance bonus target was tied to the achievement of our annual EBIT Metric goal, 35% was tied to the achievement of our annual Free Cash Flow Metric goal and the remaining 25% was tied to achievement of our Adjusted EBITDA goalAnnual Priorities, including Safety (15%) and 30% was tied to achievement of our Adjusted ROIC goal.

Service (10%).

Performance Goals for 2018

2020 – Annual Cash Performance Bonus

Based upon our annual business plans, the Compensation Committee established minimum, target, and maximum achievement levels for the Adjusted EBITDA2020 EBIT Metric portion of the annual cash performance bonus.

For 2018,2020, the Adjusted EBITDAEBIT Metric target was $800$178.0 million. There waswould have been no payout for this metric if we failed to attain Adjusted EBITDAperformance on the EBIT Metric of $752$144.2 million, and the payout for performance at or above the maximum goal of $840$200.4 million was capped at
200%. The Compensation Committee also fixed minimum, target, and maximum 2020 Free Cash Flow Metric performance goals and related payout percentages. For 2020, the target for the Free Cash Flow Metric was $173.8 million. There would have been no payout for this metric if we failed to attain minimum performance on the Free Cash Flow Metric of $140.9 million, and the payout for performance at or above the maximum goal of $195.9 million was capped at 200%.

Stericycle, Inc. - 2021 Proxy Statement  33

As with the Adjusted EBITDA portion of the bonus,TABLE OF CONTENTS

In addition, the Compensation Committee fixed minimum, target, and maximum Adjusted ROICSafety performance goals and related payout percentages. For 2018,2020, the Adjusted ROICSafety target was 8.00%.a 7% reduction in both LWIR (Lost Workday Incident Rate) and vehicle incidents. There waswould have been no payout for this metric if we failed to attain the minimum Adjusted ROICreduction of 6.96%3%, and the payout for performancea reduction at or above the maximum goal of 9.04%11% was capped at 200%120%.

Attainment of the Service metric was based on our ability to service and invoice our customers throughout the pandemic, as measured by Net Promoter Scores (NPS), on-time service to customers and invoicing and cash collections. Payout of this metric could not exceed 100% and was determined by the Committee based on data that measured the service goals (NPS, on-time service and reduction in time required for cash collections).

The following table shows how different levels of actual Adjusted EBITDAperformance on the EBIT Metric and Adjusted ROICthe Free Cash Flow Metric were designed to affect the payout.

   

Adjusted EBITDA

Cash Bonus Program for 2018

70% Total Cash Bonus

   

Adjusted ROIC

Cash Bonus Program for 2018

30% Total Cash Bonus

 
    

Percentage of

Award Payout

   

Percent Adjusted

EBITDA
Attainment

   

Adjusted EBITDA

Target (in $ millions)

   

Percentage of

Award Payout

   

Adjusted

ROIC Target

 

Minimum

  

 

50%

 

  

 

94%

 

  

 

$ 752

 

  

 

50%

 

  

 

6.96%

 

Target

  

 

100%

 

  

 

100%

 

  

 

800

 

  

 

100%

 

  

 

8.00%

 

Maximum

  

 

200%

 

  

 

105% or more

 

  

 

840 or more

 

  

 

200%

 

  

 

9.04% or more

 

​
 
​​
EBIT Metric
Cash Bonus Program for 2020
40% Total Cash Bonus
​​
Free Cash Flow Metric
Cash Bonus Program for 2020
35% Total Cash Bonus
​
​
 
​​
Percentage of
Award Payout
​​
Percent
EBIT Metric
Attainment
​​
EBIT Metric
Target (in $ millions)
​​
Percentage of
Award Payout
​​
Percent Free Cash
Flow Metric
Attainment
​​
Free Cash Flow
Metric Target
(in $ millions)
​
​
Minimum
​​
5%
​​
81.0%
​​
144.2
​​
5%
​​
81.0%
​​
140.9
​
​
Target
​​
100%
​​
100%
​​
178.0
​​
100%
​​
100%
​​
173.8
���
​
Maximum
​​
200%
​​
112.6% or more
​​
200.4 or more
​​
200%
​​
112.6% or more
​​
195.9 or more
​

Both sets ofThe performance targets allowallowed for payout of the annual cash performance bonuses at levels that increase proportionally from the minimum tier (an annual cash

performance bonusamount equal to the specified percentage of the executive officer’s base salary)salary multiplied by the payout percentage associated with the minimum achievement level on any one metric) to the maximum.

34Stericycle, Inc. - 2019 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2018 Compensation Program Highlights

The EBIT Metric and the Free Cash Flow Metric are Non-GAAP measures. For 2018,additional detail and reconciliations to the most directly comparable U.S. GAAP measures, see Appendix A to this proxy statement.

For 2020, in order to maintain competitiveness with the market but reflect our company’s overall performance, the Committee approved an increase in the cash performance incentive targets for Ms. Miller and Ms. Zelenka. The annual target cash performance bonus percentages for 2020 for our named executive officers were as follows:

    Base Salary   

Cash Performance

Bonus Percentage

 

Mr. Alutto

  

$

1,000,000

 

  

 

100%

 

Ms.  Miller(1)

  

 

625,000

 

  

 

–

 

Mr. Ginnetti

  

 

550,000

 

  

 

75%

 

Mr. Rogers

  

 

400,000

 

  

 

60%

 

Ms. Abdulmassih

  

 

370,000

 

  

 

65%

 

Mr. Arnold

  

 

550,000

 

  

 

75%

 

Ms. Frank(2)

  

 

400,000

 

  

 

60%

 

​
 
​​
Target
Cash Performance
Bonus Percentage
of Base Salary
​​
Target Dollar
Amount(1)
​
​
Ms. Miller
​​
125%
​​
$1,147,951
​
​
Ms. Zelenka
​​
90%
​​
533,414
​
​
Mr. Ginnetti
​​
75%
​​
431,250
​
​
Mr. Rogers
​​
70%
​​
263,935
​
​
Mr. White
​​
60%
​​
264,106
​
(1)

Ms. Miller was not eligibleThe target dollar amount takes into account the base salary changes during 2020, including the return to 2019 base salary levels during a portion of 2020 and, for a 2018 cash performance bonus.

Mr. Rogers, his pro-rated service beginning on March 31, 2020.

(2)

Ms. Frank did not receive a 2018 cash performance bonus due to her resignation in November, 2018.

Performance Results for 2018

Our Adjusted EBITDA2020 – Annual Cash Performance Bonus

The performance on our EBIT Metric for 20182020 for purposesthe purpose of the annual cash performance bonus program was $727$189.6 million and was below threshold. Our Adjusted ROICcompared to a target of $178.0 million, yielding a quotient of 106.5%, which correlates to a payout of 151.7% of target for this metric. The performance on our Free Cash Flow Metric in 20182020 for purposesthe purpose of the annual cash performance bonus program was 7.59% or 95.1%$285.5 million compared to a target of $173.8 million, yielding a quotient of 164.2%, which correlates to a payout of 200% of target for this metric. With regard to our Safety metric, we achieved a 24.9% reduction in LWIR and a 32.6% reduction in vehicle incidents,
resulting in a payout of 120% of target for this metric. In the area of Service, our NPS reached an all-time high in 2020 and we met our goal of 98% on-time service to customers in spite of the challenges presented by the pandemic, resulting in a payout of 100% for this metric. When these results are weighted and multiplied, the final payout for the annual cash performance plan is 158.7% of target. These performanceFor additional detail on the adjustments applied to the results resultedof the EBIT Metric and the Free Cash Flow Metric, and reconciliations to the most directly comparable U.S. GAAP measures, see Appendix A to this proxy statement.
34  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

In addition to his participation in anthe annual cash performance bonus payout equalprogram, Mr. White is eligible for a cash incentive, which provides for bonus payments upon the successful execution of certain divestiture transactions related to 24.2%our C&RS business between
September 30, 2019 and December 31, 2021. Based on the successful completion of target, as illustrated below:

LOGO

0% Adjusted EBITDA Payout x 70% 80.6% Adjusted ROIC Payout x 30% 24.2% Performance Bonus Payout Percentage

transactions that closed in 2020, Mr. White received cash compensation of $288,360 under this agreement during 2020.

Long-Term Equity Incentive Awards


The Compensation Committee’s first step when

When making long-term equity incentive awards, is to determinethe Compensation Committee determines the desired total grant date fair value of each NEO’s award in the manner described above under “Our Compensation-Setting Process.” For 2018, 1/32020, 45% of that total amount was

awarded in the form of stock options, 1/3 of that total

amount was awarded in the form of time-based RSUs and the remaining 1/355% was awarded in the form of performance-based RSUs.

PSUs.
No stock options were granted to executives in 2020.

Time-Based Restricted Stock Option GrantsUnits for 2018

2020

Until 2016, executive officers’ long-term incentive awards were entirely in the form of stock options. With the addition of

In 2020, time-based RSUs and performance-based RSUs to the long-term incentive program, stock options constituted approximately one third45% of our NEOs’ long-term compensation in 2018.

The Compensation Committee believes stock options provide strong performance incentives. Our stock options are always granted at the closing price of our common stock on the date of the grant.

Stock options vest over a period of five years and must be exercised within eight or ten years, depending on the terms of the grant. The value of stock options depends entirely on the growth in the value of our common stock in the years after the options are issued. Accordingly, the executive officers’ stock options provide an incentive for sustained levels of superior performance that contribute to our overall success as reflected in the market price of our common stock, which benefits all of our stockholders.

Stericycle, Inc. - 2019 Proxy Statement35

COMPENSATION DISCUSSION AND ANALYSIS

2018 Compensation Program Highlights

The 2018 stock option awards for our named executive officers were as follows:

    

Number of

Stock
Options

   

Grant Date

Fair Value

 

Mr. Alutto

  

 

76,509

 

  

$

1,289,942

 

Ms. Miller

  

 

60,391

 

  

 

894,995

 

Mr. Ginnetti

  

 

28,605

 

  

 

482,280

 

Mr. Rogers

  

 

14,485

 

  

 

244,217

 

Ms. Abdulmassih

  

 

13,905

 

  

 

234,438

 

Mr. Arnold

  

 

28,605

 

  

 

482,280

 

Ms. Frank

  

 

14,979

 

  

 

252,546

 

Time-based Restricted Stock Units for 2018

Time-based RSUs constituted approximatelyone-third of our NEO’s long-term incentive compensation in 2018, and their use is consistent with the pay practices of our peers.compensation. The number of RSUs awarded to an NEO iswere determined based

on the target grant date fair value of the NEO’s total equity award. The time-based RSUs granted to executive officers in 20182020 as annual awards vest in equal annual installments over fivethree years, beginning on the first

anniversary of the grant date.

Per an agreement with Mr. Rogers when he returned to the Company, in addition to his annual grant in 2020, he received a grant of 8,559 RSUs on October 2, 2020 that was intended to replace the equity awards he forfeited when he left the Company in early 2020. These RSUs cliff vest on April 1, 2023, the three-year anniversary of his re-hire date.

During 2018, the Compensation Committee granted

The 2020 time-based RSU awards tofor our named executive officers were as follows:

    

Time-based

Restricted

Stock Units

   

Grant Date

Fair Value

 

Mr. Alutto

  

 

19,127

 

  

$

1,186,639

 

Ms. Miller

  

 

11,159

 

  

 

566,654

 

Mr. Ginnetti

  

 

7,151

 

  

 

443,648

 

Mr. Rogers

  

 

3,621

 

  

 

224,647

 

Ms. Abdulmassih

  

 

3,476

 

  

 

215,651

 

Mr. Arnold

  

 

7,151

 

  

 

443,648

 

Ms. Frank

  

 

3,744

 

  

 

232,278

 

36Stericycle, Inc. - 2019 Proxy Statement

​
 
​​
Time-Based
Restricted
Stock Units
​​
Grant Date
Value
​
​
Ms. Miller
​​
30,546
​​
$1,574,952
​
​
Ms. Zelenka
​​
14,021
​​
722,923
​
​
Mr. Ginnetti
​​
8,782
​​
452,800
​
​
Mr. Rogers
​​
17,061
​​
942,017
​
​
Mr. White
​​
7,379
​​
380,461
​

COMPENSATION DISCUSSION AND ANALYSIS

2018 Compensation Program Highlights

Performance-based RestrictedPerformance Stock Units for 2018

2020

Performance-based RSUs are

PSUs were the finalone-thirdremaining 55% of our NEO’sNEOs’ long-term incentive compensation and are also aligned with our peer group’s long-term incentive pay practices.for 2020. The number of performance-based RSUsPSUs awarded to an NEO iswas determined based on the target grant date fair

value of the NEO’s total equity award. Performance-based RSUsPSUs granted to executive officers in 2020 vest, if at all, in equal installments over three years, depending on achievement during each yearat the end of the applicable annualthree-year vesting period based on two

equally weighted metrics (an EPS Metric and a ROIC Metric), which are averaged over the three-year period and then multiplied by a relative TSR modifier based on the performance goal.

of Stericycle’s stock relative to the S&P Midcap 400.

During 2018,

The target number of PSUs, and the Compensation Committee granted performance-based RSU awardsrelated grant date value, awarded to our named executive officers in 2020 were as follows:

​
 
​​
Target
PSUs
​​
Grant Date
Value
​
​
Ms. Miller
​​
37,335
​​
$1,924,993
​
​
Ms. Zelenka
​​
17,136
​​
883,532
​
​
Mr. Ginnetti
​​
10,733
​​
553,393
​
​
Mr. Rogers
​​
10,391
​​
481,207
​
​
Mr. White
​​
9,019
​​
465,020
​
Stericycle, Inc. - 2021 Proxy Statement  35

    

Performance-based

Restricted

Stock Units

   

Grant Date

Fair Value

 

Mr. Alutto

  

 

19,127

 

  

$

395,546

 

Ms. Miller

  

 

15,778

 

  

 

255,555

 

Mr. Ginnetti

  

 

7,151

 

  

 

147,883

 

Mr. Rogers

  

 

3,621

 

  

 

74,882

 

Ms. Abdulmassih

  

 

3,476

 

  

 

71,884

 

Mr. Arnold

  

 

7,151

 

  

 

147,883

 

Ms. Frank

  

 

3,744

 

  

 

77,426

 

TABLE OF CONTENTS

Performance Goals and Results for 2020 – PSUs
The Company began the practice of granting performance-based RSUs in 2017. The firstEach year, the Compensation Committee establishes minimum and maximum achievement levels for payout of the performance-based RSUs (and PSUs, beginning in 2020) based on the achievement of targets for two equally weighted metrics, an EPS Metric and a ROIC Metric. With respect to the 2020 performance period endedyear, the Committee established a goal minimum and maximum for the EPS Metric of $0.416 and $0.702, respectively. Performance in between these two points is interpolated on a straight-line basis to determine the conditional vesting of shares. No PSUs are eligible to vest for this metric if we failed to attain a minimum result of $0.416, and the number of PSUs that are eligible to vest for performance at or above 135% of the target of $0.518 is capped at 150% for the 2020 award (and at 100% for any prior performance-based RSU awards that have tranches tied to the 2020 results).
With respect to the 2020 performance year, the Committee established a goal minimum and maximum for the ROIC Metric of 15.87% and 22.33%, respectively. Performance in between these two points is interpolated on a straight-line basis to determine the vesting of shares. No PSUs are eligible to vest for this metric if we failed to attain a minimum result of 15.87%, and the number of PSUs that are eligible to vest for performance at or above 112.6% of the target of 19.8% is capped at 150% for the 2020 award (and at 100% for any prior performance-based RSU awards that have tranches tied to the 2020 results).
For the performance periods ending December 31, 2017 and December 31, 2019, the minimum achievement levels were not met
and no performance-based RSUs were earned for that period. The secondthose periods. For the performance period ended December 31, 2018, the achievement was above the minimum but below target and so 43% of the first tranche of the performance-based RSUs granted in 2018 and 43% of the second tranche of the performance-based RSUs granted in 2017 were earned.

Similar to 2017,

The most recent performance period ended December 31, 2020. The achievement of our EPS Metric for 2020 for the Compensation Committee established minimum and maximum achievement levels with respect to the 2018 Adjusted EPS goal of $4.42 and $4.65,

respectively. Performance in between these two points is interpolated on a straight-line basis to determine the vesting of shares. No performance-based RSUs vest if we failed to attain a minimum Adjusted EPS of $4.42, and the payout for performance at or above 98% of the target of $4.65 is capped at 100%.

Our Adjusted EPS for 2018 for purposes of the performance-based RSUPSU program was $4.45 or 95.7%$0.709 compared to a target of target, resulting in the vesting$0.518, yielding a quotient of 43%136.8% which correlates to achievement of 150% for the applicable tranchesmetric. The achievement of our ROIC Metric for 2020 for the purposes of the 2017PSU program was 21.19% compared to a target of 19.8%, yielding a quotient of 107.0% which correlates to 127.9% achievement for the metric. Since the two metrics are equally weighted, the total averaged achievement is 139.0%, which represents the percentage of conditionally vested PSUs for the 2020 performance year for the 2020 award. Actual vesting for the 2020 award will be determined in 2023 after the 2021 and 2022 results are determined and can be averaged with the 2020 results and then be multiplied by the relative TSR modifier for a final vesting number. For the third tranche of the 2018 performance-based RSU grants.

award and the second tranche of the 2019 performance-based RSU award that were tied to 2020 performance, the plan design for those awards did not include any upside beyond 100%; therefore, those tranches will be vested at 100% in spite of the 139% result.
The EPS Metric and the ROIC Metric are Non-GAAP measures. For additional detail and reconciliations to the most directly comparable U.S. GAAP measures, see Appendix A to this proxy statement.
36  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

Stericycle, Inc. - 2019 Proxy Statement37

COMPENSATION DISCUSSION AND ANALYSIS

Our Executive Compensation Program for 2021
During 2019,

Our Executive the Compensation Program for 2019

Compensation Program for 2019

We did not make any changes to the base salaries or cash bonus targets for the NEOs with respect to 2018. After conductingCommittee engaged a new independent advisor, Pay Governance, and commissioned a market analysis withof all of our independent advisor during 2018,executive compensation programs. As a result of that analysis and stockholder feedback, we made several changes to our compensation programs for 2019. At2020 to drive desired business results.

In 2019, most of our NEOs were relatively new to their roles. As a result, their starting pay targets were established below market median so that successful experience and performance could be recognized with pay increases to achieve market median levels over time. In keeping with that philosophy, at an individual level, we made salary adjustments and bonus target changes for Mr. RogersMs. Miller, Ms. Zelenka and Mr. Ginnetti and a bonus target change for Mr. RogersWhite to align their paycompensation more closely with the market. TheseAs previously discussed, these salary changes were effective Januaryin February 2020 and then reversed given the economic impact of the global pandemic, and later reinstated at the end of June 2020. For 2021, the Compensation Committee again reviewed the NEOs’ compensation levels with its independent advisor and implemented relatively modest salary increases (2% - 5%) for the NEOs to align their compensation more closely to market. These increases were effective on March 1, 2019.

2021.

For our annual cash incentive program, we had selected new performance metrics for 2020 that align with our goals and best represent achievement of those goals. For 2020, achievement of payouts under the annual cash incentive plan was based 40% on our EBIT Metric and 35% on our Free Cash Flow Metric. The Compensation Committee considered feedback from its advisor and investors when designing the 2021 annual cash incentive plan and decided to use the same metrics for the 2021 plan. The EBIT Metric provides the best representation of how we are achieving results and managing our capital; effective capital management ultimately shows expansion in operating margin if we are putting that capital to its best use. The Free Cash Flow Metric measures our progress on generating cash from operations, improving our balance sheet, and the effective deployment of capital investments. Both metrics have pre-approved and clearly defined adjustment categories that are reasonable and customary.
The metrics for the remaining 25% of the 2021 annual cash incentive plan will focus on annual priorities, which for 2021 include performance improvement in safety weighted at 15% and maintenance of customer service weighted at 10%. The inclusion of these annual priorities adds a non-financial metric (similar to many peers) that sharpens focus on behaviors not captured in financials. Safety is an essential component of everything we do at Stericycle and reflects our commitment to our customers and employees in keeping all of us and the materials that we collect and dispose of out of harm’s way. Likewise, service is critical to Stericycle’s customer experience, particularly during this time of business transformation and change, and excellence in customer service yields satisfied customers who are less likely to seek services elsewhere.
We also redesigned our equity program in 2020 to better align with market practices including changes in the vesting schedule and grant amounts and the addition of a retirement provision which extends the option exercise period for

employees who leave the company duerespond to retirement. First, the vesting period for our stock option and RSU grants was changed for 2019 awards to three years (comparedstockholder feedback. Similar to our previous practicecash incentive program, the Compensation Committee will continue the 2020 program for 2021. Stericycle’s long-term equity incentive plan no longer includes stock options and divides equity grants by 55% PSUs and 45% RSUs. The vesting of five years). Second, becausePSUs is based 50% on the grantsachievement of an EPS Metric and 50% on a ROIC Metric. The PSUs are now vesting more quickly, grant amounts were reduced in orderalso tied to align witha relative total stockholder return (or rTSR) modifier which will adjust the vesting period and market norms. Third, beginning with the 2019 awards, we added a retirement provision for stock option grants that allows retirees a periodnumber of shares to be vested up or down by up to 12 months25% based upon Stericycle’s three-year performance relative to exercise any vested options upon termination insteadthe S&P Mid Cap 400. The rTSR modifier further aligns plan performance with stockholder return. Like the EBIT Metric and Free Cash Flow Metric, the EPS Metric and ROIC Metric both have pre-approved and clearly defined adjustment categories that are reasonable and customary.

As with 2020, the 2021 PSUs vest at the end of the usual 90 days. Retirees are defined as team members who leave Stericycle at age 65, or age 55 or greater with at least 10 years of service.

We believe these changes made in 2019 are consistent with our compensation philosophy, which stresses that compensation for our NEOs (and for all other employees) must be performance-based, but also aligned with the median compensation amounts and pay practices awarded by our peers to ensure we can continue to attract and retain a consistent pipeline of high caliber talent. The equity awards granted in March 2018 and 2019 also provide for “double-trigger” vesting in connection with a change in control. Noted below is a summary of the changes for 2019.

Plan Impacted

Key ChangesReasons

Base salary

Most NEO salaries were unchanged compared to 2018 (two changes were made effective January 1, 2019)

To keep base salaries aligned with the median of our peer group

Annual cash bonus

Most NEO cash bonus opportunities were unchanged compared to 2018 (one change was made effective January 1, 2019)

To keep target cash compensation aligned with the median of our peer group and reflect company performance

Maintained metric weightings at 70% Adjusted EBITDA and 30% Adjusted ROIC

To maintain the emphasis on key metrics that represent Company performance

Stock options

Maintained the stock option component of the total long-term incentive award at one third

To continue to align management and stockholder interests by providing an incentive, the value of which depends entirely on the growth in the value of our common stock

Time-based RSUs

Maintained the time-based RSU component of the total long-term incentive award at one third

To allow for a balanced long-term incentive mix that is consistent with market norms

Performance-based RSUs

Maintained the performance-based RSU component of the long-term incentive award at one third.

Performance-based RSUs vest, or not, in three equal annual installments based on annual EPS performance goals

To maintain the rigor and stockholder focus of the long-term equity incentive program by tying a significant portion of the NEOs’ award to EPS

Peer group

No changes were made to the peer group

Peer group analysis showed that the current peer group, with changes made in 2017, is an appropriate benchmark for the Company

Vesting period and grant amounts for stock options and RSUs

Changed the vesting period for 2019 stock option and RSU grants to three years (compared to a previous practice of five years) and reduced grant amounts accordingly

To align more closely with market practices and offer an equity program that is competitive with the market without increasing overall expense

Retirement provision for stock option exercise period

Added a retirement provision for stock option grants that allows retirees a period of up to 12 months to exercise any vested options upon termination instead of the usual 90 days

To align more closely with market practices and offer an equity program that is competitive with the market without increasing overall expense

38Stericycle, Inc. - 2019 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Our Executive Compensation Program for 2019

Currently, performance-based RSUs vest ratably over a three-year period with performanceperiod. Performance goals for each tranche of the 2021 award will be set annually according to each year’s business plan. Due to the business transformation and portfolio rationalization initiatives that the Company has undertaken, the annual goal-setting process has been necessary to achieve alignment between the performance targets and the annual business plan. Beginning in 2020,Upon completion of the Committee expects to recommend that performance-based RSUs vest at the end of a three year performance period, rather than ratably throughout the three-year period. Further,Company’s business transformation, the Committee intends to change the goal-setting process from an annual

process to an approach which incorporates a three yearthree-year measurement period for the chosen metric.

The In assessing the 2021 results for our annual cash incentive program, the Committee did not implement any changes in executivemay consider the effect of the global pandemic and other linked economic and environmental pressures that may impact results.

In designing the 2021 compensation during 2018 as a directplans, the Committee took into account the result of the stockholders’ advisory vote. The most recent vote regarding “say on pay” for our executive compensation program indicated that our stockholders support the Compensation Committee’s strategy of awarding competitive compensation featuring rigorous performance-based incentive opportunities.as well as feedback from stockholder outreach initiatives. During the 20182020 “say on pay vote,” we received 90.0%93.6% support (or 89.8%, including abstentions) “for” the executive compensation program.

program, the highest result since 2016. The 2020 program changes included weighting our long-term incentive plan more highly in PSUs, replacing the ratable PSU vesting schedule with a cliff vesting schedule, selecting new incentive plan metrics with pre-approved adjusting item categories, amending retirement vesting for equity grants beginning in 2021 so that continued vesting can be earned at age 65 (or age 60 with five years of continuous service) subject to the employee’s retirement date occurring at least six months after the grant date and also subject to the employee meeting non-compete, non-solicit, and non-disparagement covenants, and amending our Executive Severance and Change in Control Plan (discussed below). Given the careful design of the plan changes and the high level of support from our stockholders for those changes, the Committee decided to continue the same plan designs for 2021.
Stericycle, Inc. - 2021 Proxy Statement  37

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2019

2021 Executive Compensation Plans


In order to maintain competitiveness with the market but reflect our company’s overall performance, the Committee approved compensation plans for our NEOs that included increases in base salary for Mr. Ginnetti and Mr. Rogers,the NEOs, an increase in the cash performance incentiveincentives for Ms. Miller and Mr. Rogers,White, and a three-parttwo-part equity program. The compensation plans for our named executive officers in 20192021 are as follows (no information is given for those executives who are no longer employed by the Company):

    Base Salary   Cash Performance
Bonus Percentage		   Granted
Stock Options		   Granted
Performance-Based RSUs		   Granted
Time-based RSUs		 

 

Mr. Alutto

  

 

 

 

$1,000,000

 

 

  

 

 

 

100%

 

 

      

 

Ms. Miller(1)

  

 

 

 

625,000

 

 

  

 

 

 

90%

 

 

  

 

 

 

41,417

 

 

  

 

 

 

12,005

 

 

  

 

 

 

12,005

 

 

 

Mr. Ginnetti

  

 

 

 

575,000

 

 

  

 

 

 

75%

 

 

  

 

 

 

24,654

 

 

  

 

 

 

7,146

 

 

  

 

 

 

7,146

 

 

 

Mr. Rogers

  

 

 

 

500,000

 

 

  

 

 

 

70%

 

 

  

 

 

 

16,567

 

 

  

 

 

 

4,802

 

 

  

 

 

 

4,802

 

 

(1)

Ms. Miller’s compensation as Chief Executive Officer has not yet been determined. When such compensation has been finally determined, the Company will make a public announcement, by means of an amendment to a Current Report on Form 8-K or otherwise.

follows:

​
 
​​
Base Salary
​​
Cash Performance
Bonus Percentage
of Base Salary
​​
Granted
PSUs
​​
Granted
Time-based RSUs
​
​
Ms. Miller
​​
$1,008,000
​​
130%
​​
34,902
​​
28,556
​
​
Ms. Zelenka
​​
$656,250
​​
90%
​​
13,697
​​
11,206
​
​
Mr. Ginnetti
​​
$586,500
​​
75%
​​
8,167
​​
6,682
​
​
Mr. Rogers
​​
$515,000
​​
70%
​​
7,711
​​
6,309
​
​
Mr. White
​​
$467,250
​​
70%
​​
6,862
​​
5,615
​
Other Compensation Matters
Executive Severance and Change in Control Plan


Upon the recommendation of the Compensation Committee, the Board of Directors adopted aapproved an amended version of the plan for executive severance for 2020, including following a change in control. The plan, which originally went into effect on September 1, 2016, applies to all the named executive officers. Stericycle introduced this plan in order to be competitive with the market and enhance retention.

retention and amended the plan in 2020 to stay aligned with market trends and business goals. The amended plan prohibits executives who voluntarily resign or retire from the company from receiving severance payments under the plan.

Under the plan, named executive officersNEOs are entitled to benefits in the event of a termination of employment by usthe Company other than for “Cause”, “Death” or “Disability” (as each is defined in the plan). A covered executive will receive the following benefits so long as the executive executes and honors a full waiver and release of claims against Stericycle, as well asnon-competition,non-solicitation, confidentiality, and other restrictive covenants that we may deem necessary to protect our interests:

An amount equal to the actual annual incentive the executive would have been paid had the executive remained employed on the payment date applicable to then current employees, prorated based on the executive’s period of service through the executive’s termination date.
An amount equal to the sum of the executives’executive’s base salary and target annual incentive, each determined as of the termination date, multiplied by the applicable “severance multiple.”

For the Chief Executive Officer, the severance multiple is two.

For all other executives,executive officers, the severance multiple is one.

Non-qualified deferred compensation benefits and employee welfare benefits pursuant to the terms of the applicable plans and policies.

Payment of or reimbursement for the cost of COBRA premiums in connection with the executive’s medical, vision, prescription and dental coverage in effect as of the date of termination, to the extent such premiums exceed the premiums paid for similar provided coverage by active employees, for up to twenty-four18 months.

Reimbursement for outplacement benefits up to $25,000.

For involuntary termination (other than for “Cause”) associated with a change in control, which includes voluntary termination for “Good Reason” (as defined in the plan)

Stericycle, Inc. - 2019 Proxy Statement39

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation Matters

within 24 months after a change in control, the benefits above remain in place but the annual incentive payment and the severance multiple changes, as follows:

An amount equal to the executive’sexecutive officer’s target annual incentive, prorated based on the executive’sexecutive officer’s period of service through the executive’sexecutive officer’s termination date.

An amount equal to the sum of the executives’executive officer’s base salary and target annual incentive, each determined as of the termination date, multiplied by the applicable “severance multiple.”

termination date, multiplied by the applicable “severance multiple.”

For the Chief Executive Officer, the severance multiple is three.

For all other executives,executive officers, the severance multiple is two.

In situations involving voluntary termination other than for Good Reason during the24-month post-change period or termination for cause, we would only be required to pay accrued obligations to the employee.

38  Stericycle, Inc. - 2021 Proxy Statement
Other Compensation Matters

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Retirement Plans and

Deferred Compensation Arrangements


Our Board of Directors adopted the Stericycle, Inc. Supplemental Retirement Plan effective for deferrals of compensation on and after April 1, 2017. Our named executive officersNEOs are eligible to participate in the plan.plan, but none of our NEOs elected to participate in the plan in 2020 or prior years. The Plan is unfunded and designed to be a nonqualifiednon-qualified deferred compensation plan in compliance with Section 409A of the Internal Revenue Code.

Under the Plan, a bookkeeping account will be created for each participant. Each year, we will credit a participant’s account with the designated portion of the participant’s compensation that the participant elected to defer for that year (the “Elective Deferral Contributions”) and may credit the participant’s account with a discretionary amount declared by us for that year (the “Company Discretionary Contributions”). Earnings on the credited amounts will be based on the performance of various investment funds available under the Plan (and as directed by the participant).

The Plan permits participants to elect to receive distributions, which generally become payable upon a

termination of employment or a

specified date prior to termination of employment, in either a lump sum or in installments over a period of up to fifteen15 years. All distributions from the Plan are in cash. The participant will always be fully vested in that portion of the participant’s account attributable to the Elective Deferral Contributions, and will be vested in Company Discretionary Contributions, if any, five years from the date the first Company Discretionary Contribution is credited to the participant’s account, subject to the participant’s continued service. Vesting will be accelerated upon a participant’s termination of service due to death or disability or a change in control while the participant is still in service.

The unvested portion of a participant’s account will generally be forfeited upon termination of employment. A participant’s vested interests under the Plan will be forfeited upon a termination of employment for Cause (as defined in the Plan).

Perquisites and Personal Benefits


We provide limited perquisites and personal benefits to our executive officers. See “2018“2020 Summary Compensation Table – All Other Compensation” and the related footnotes.

Stock Ownership Guidelines


All of our executive officers andnon-employee directors are expected to hold a minimum position in our common stock. We established this program to help align the long-term interests of our executive officers andnon-employee directors with those of our stockholders.

For 2020, we increased the stock ownership guidelines for the Chief Executive Officer and Non-Employee Directors from four times annual base salary (for the CEO) or respective annual cash retainer (for the Non-Employee Directors) to five times that amount. To further strengthen our stock ownership guidelines, in March 2021 we amended our stock ownership guidelines to remove provisions to the effect that: (i) the in the value money of vested and unvested stock options would count toward achievement of the applicable stock ownership guideline, and (ii) once a director or executive officer achieved the applicable ownership threshold, that individual would be considered in compliance, regardless of any change in his or her salary or cash retainer, or the price of our common stock, so long as such individual continued to own at least the number of shares of our common stock and other awards owned at the time of achieving the applicable threshold.
​
​​
Stock Ownership Guideline
​

​

Chief Executive Officer

​

Four​

Five times his or her annual base salary

​

​

Other NEOs

​

​

Three times their respective annual base salaries

salary
​

Non-Employee Directors

​
Non-Employee Directors

Four​

​
Five times their respective annual cash retainers

40Stericycle, Inc. - 2019 Proxy Statement​

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation Matters

Although there is no specific period of time in which the executive officers andnon-employee directors are required to achieve the applicable ownership threshold, they are expected to make continuous progress toward that goal, and to comply with the following retention ratios until such guidelines have been achieved:

The CEO must hold 75%retain at least 50% of the net shares acquired upon the vesting or exercise of any equity awards (“Net Profit Shares”) until the minimum position requirement has been achieved; and

The other NEOs must hold 50% of their respective Net Profit Shares until the minimum position requirement has been achieved.

Thenon-employee directors must retain 75% of their Net Profit Shares until the minimum position requirement has been achieved.

Shares that will count toward achievement of the stock ownership guidelines include:

Shares owned outright (including employee stock purchase plan shares, shares obtained through stock option exercises, shares obtained upon vesting of restricted stock and RSUs and securities convertible into shares of common stock on anas-converted basis) by the executive officer or director or any of such person’s immediate family members residing in the same household;
Shares held in trust for the benefit of the executive officer or director or such person’s family;
Stericycle, Inc. - 2021 Proxy Statement  39

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Shares held in our employee benefit plans, including the 401(k) Savings Plan;

Shares obtained through stock option exercises and thein-the-money value of vested and unvested stock options; and

Shares of unvested restricted stock and RSUs.RSUs; and

Shares of vested or unvested restricted stock units or RSUs which are deferred under one of Stericycle’s deferred compensation plans (deferred stock units).
Compliance with these stock ownership guidelines is measured periodicallyquarterly by our internal team responsible for handling executive
compensation matters, and the results of such measurement are reported to the Compensation Committee at least once per year. On each measurement date, compliance is measured using each executive officer’s base salary then in effect, and the higher of the closing price of a share of our common stock on the measurement date and the average trailing180-day trading price per share of our common stock on the Nasdaq Stock Market on such date. Once
Anti-Hedging and Anti-Pledging Policy
As disclosed earlier in this proxy statement, our directors, officers, consultants, independent contractors and employees of the Company and its subsidiaries are prohibited from (i) short selling our securities, including as part of an executive officer has achieved the applicablearbitrage transaction; (ii) other speculative trading in our securities or hedging of their ownership threshold,of our securities, including writing or trading in options, warrants, puts
and calls, prepaid variable forward contracts, equity swaps, collars or exchange funds; (iii) other transactions that person will be considered in compliance, regardless of any changeare designed to hedge or offset decreases in the price of our common stock, so long as such person continues to own at least the number of shares ofsecurities; or (iv) holding our securities in a margin account or otherwise pledging our common stock in any manner.
Clawback Policy
As disclosed earlier in this proxy statement, in order to encourage sound financial reporting and enhance individual accountability, we have a clawback policy that allows us to recover from our executive officers certain performance-based compensation in certain circumstances. In 2020, we received a stockholder proposal requesting certain changes to our clawback policy. At the 2020 Annual Meeting, approximately 53% of the shares present voted in favor of that proposal. Following the 2020 Annual Meeting, the Compensation Committee, the Nominating and Governance Committee, and our Board of Directors carefully reviewed and considered the requested terms of the stockholder proposal against our clawback policy that was then in place, as well as market practices and strong governance practices. As a result of this review, in September 2020, the Board made significant revisions to our clawback policy, which it believes substantially implemented the key elements and objectives of the stockholder proposal. After the Board revised our clawback policy, we met with a number of our largest institutional investors to discuss, among other awards owned atthings, the timerevisions to our clawback policy. None of achieving that threshold.

the shareholders with whom we met expressed negative feedback with respect to our clawback policy as amended. Those changes included, among other things:
​
Element of Clawback Policy
​​
Prior Clawback Policy
​​
Amended and Restated Clawback Policy
​
​
Covered Employees
​​
Section 16 officers only
​​
Section 16 officers, Senior Vice Presidents, Vice Presidents
​
​
Required Restatement of Financials
​​
Yes, a restatement was required in order to trigger the clawback policy
​​
No, a restatement is not required to trigger the clawback policy; a recoupment may occur in other circumstances, such as violations of law or Company policy that result in significant financial harm to the Company
​
​
Misconduct Required if There is a Restatement
​​
Yes, the employee must have engaged in fraud or intentional misconduct that materially contributed to the requirement for a restatement in order for amounts to be recouped, except as required by applicable law
​​
No, even if there was no misconduct by the employee, amounts may be recouped in a restatement situation
​
​
Financial Harm Trigger
​​
No, financial harm to the Company alone would not trigger the policy where no restatement has occurred
​​
Yes, recoupment may occur if there has been a violation of law or Company policy that causes significant financial harm to the Company, even if no restatement has occurred
​
​
Oversight or Supervisory Failures as a Trigger
​​
No, the individual must have directly engaged in the fraud or intentional misconduct that materially contributed to the need for a restatement
​​
Yes, recoupment may occur where the employee directly engaged in the misconduct or failed in his or her responsibility to manage or monitor the applicable conduct or risks
​
40  Stericycle, Inc. - 2021 Proxy Statement

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Anti-Hedging

​
Element of Clawback Policy
​​
Prior Clawback Policy
​​
Amended and Restated Clawback Policy
​
​
Public Disclosure
​​
No provision requiring public disclosure of recoupment
​​
Yes, if there is any amount required to be reimbursed or cancelled pursuant to the clawback policy, the Company must disclose the amount of the reimbursement or cancellation and the underlying event triggering the reimbursement or cancellation in its proxy statement, as long as the underlying event has been publicly disclosed by the Company in an SEC filing
​
As demonstrated in the table above, the revisions made by the Board to the prior clawback policy and Anti-Pledging; Clawbacks

Seereflected in the amended and restated clawback policy adopted in September 2020 significantly expanded the employees covered and the circumstances under which we might recoup incentive compensation paid, granted or awarded to such employees. For additional information on our clawback policy, please see “Corporate Governance – Anti-Hedging and Anti-Pledging Policy” and “Clawback Policy” for a discussion of Company policies with respect to these matters.Clawback Policy.”

Stericycle, Inc. - 2021 Proxy Statement  41

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Stericycle, Inc. - 2019 Proxy Statement41

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company’s executive management. Based on this review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Thomas D. Brown,

Mike S. Zafirovski, Chairman


Lynn D. Bleil


Thomas F. Chen


Stephen C. Hooley

Mike S. Zafirovski

42Stericycle, Inc. - 2019 Proxy Statement

James J. Martell
42  Stericycle, Inc. - 2021 Proxy Statement

2018

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2020 SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid or earned for the fiscal years noted in the table by our named executive officers:

Name and Principal   Position

 Year  Salary
($)		  Bonus
($)		  Option
Awards(1)
($)		  Stock
Awards(2)
($)		  Non-Equity
Incentive Plan
Compensation(3)
($)		  All Other
Compensations(4)
($)		  Total
($)		 

 

Charles A. Alutto

President and Chief
Executive Officer

 

 

 

 

2018

 

 

 

 

$

 

1,000,000

 

 

 

 

$

 

–

 

 

 

 

$

 

1,289,942

 

 

 

 

$

 

1,582,185

 

 

 

 

$

 

241,800

 

 

 

 

$

 

5,693

 

 

 

 

$

 

4,119,620

 

 

 

 

2017

 

 

$

1,000,000

 

 

$

–

 

 

$

1,317,342

 

 

$

1,495,299

 

 

$

–

 

 

$

3,000

 

 

$

3,815,641

 

 

 

2016

 

 

$

585,000

 

 

$

–

 

 

$

2,136,579

 

 

$

780,840

 

 

$

112,978

 

 

$

2,000

 

 

$

3,617,397

 

 

Cindy J. Miller

President and Chief
Operating Officer

 

 

 

 

2018

 

 

 

 

$

 

156,250

 

 

 

 

$

 

–

 

 

 

 

$

 

894,995

 

 

 

 

 

 

822,209

 

 

 

 

$

 

–

 

 

 

 

$

 

33,526

 

 

 

 

$

 

1,906,980

 

 

 

Daniel V. Ginnetti

Executive Vice President
and Chief Financial
Officer

 

 

 

 

2018

 

 

 

 

$

 

550,000

 

 

 

 

$

 

–

 

 

 

 

$

 

482,280

 

 

 

 

$

 

591,531

 

 

 

 

$

 

99,743

 

 

 

 

$

 

3,000

 

 

 

 

$

 

1,726,554

 

 

 

 

2017

 

 

$

550,000

 

 

$

–

 

 

$

489,363

 

 

$

555,444

 

 

$

–

 

 

$

3,000

 

 

$

1,597,807

 

 

 

2016

 

 

$

380,000

 

 

$

–

 

 

$

903,940

 

 

$

330,249

 

 

$

48,925

 

 

$

2,000

 

 

$

1,665,114

 

                                

 

Kurt M. Rogers

Executive Vice President and
General Counsel

 

 

 

 

2018

 

 

 

 

$

 

400,000

 

 

 

 

$

 

–

 

 

 

 

$

 

244,217

 

 

 

 

$

 

299,529

 

 

 

 

$

 

58,032

 

 

 

 

$

 

3,000

 

 

 

 

$

 

1,004,778

 

 

 

Ruth-Ellen Abdulmassih

 

 

 

 

2018

 

 

 

 

$

 

370,000

 

 

 

 

$

 

327,541

 

(5) 

 

 

$

 

234,438

 

 

 

 

$

 

287,535

 

 

 

 

$

 

58,153

 

 

 

 

$

 

26,681

 

 

 

 

$

 

1,304,348

 

 

Executive Vice President,

Communications and
Related Services

 

 

2017

 

 

$

370,000

 

 

$

–

 

 

$

234,882

 

 

$

266,608

 

 

$

–

 

 

$

41,579

 

 

$

913,069

 

        
                                

 

Joseph B. Arnold

Former Executive Vice
President and Chief
Operating Officer

 

 

 

 

2018

 

 

 

 

$

 

550,000

 

 

 

 

$

 

–

 

 

 

 

$

 

482,280

 

 

 

 

$

 

591,531

 

 

 

 

$

 

99,743

 

 

 

 

$

 

1,012,005

 

 

 

 

$

 

2,735,559

 

 

 

 

2017

 

 

$

550,000

 

 

$

–

 

 

$

489,363

 

 

$

555,444

 

 

$

–

 

 

$

3,000

 

 

$

1,597,807

 

 

 

2016

 

 

$

380,000

 

 

$

–

 

 

$

903,940

 

 

$

330,249

 

 

$

48,925

 

 

$

2,000

 

 

$

1,665,114

 

                                

 

Brenda R. Frank

Former Executive Vice
President and Chief
People Officer

 

 

 

 

2018

 

 

 

 

$

 

367,692

 

 

 

 

$

 

198,616

 

(6) 

 

 

$

 

252,546

 

 

 

 

$

 

309,704

 

 

 

 

$

 

–

 

 

 

 

$

 

19,571

 

 

 

 

$

 

1,148,129

 

 

 

 

2017

 

 

$

400,000

 

 

$

–

 

 

$

254,462

 

 

$

288,835

 

 

$

–

 

 

$

18,113

 

 

$

961,410

 

 

 

2016

 

 

$

325,000

 

 

$

775,000

(7) 

 

$

279,402

 

 

$

389,908

 

 

$

31,383

 

 

$

–

 

 

$

1,800,693

 

                                
​
Name and Principal Position
​​
Year
​​
Salary
($)
​​
Stock
Awards(1)
($)
​​
Option
Awards(2)
($)
​​
Non-Equity
Incentive Plan
Compensation(3)
($)
​​
All Other
Compensation(4)
($)
​​
Total
($)
​
​
Cindy J. Miller
President and Chief
Executive Officer
​​
2020
​​
936,923
​​
2,781,335
​​
—
​​
1,821,798
​​
34,172
​​
5,574,228
​
​
2019
​​
804,808
​​
1,344,412
​​
844,387
​​
—
​​
222,306
​​
3,215,913
​
​
2018
​​
156,250
​​
822,209
​​
894,995
​​
—
​​
 33,526
​​
1,906,980
​
​
Janet H. Zelenka
Executive Vice President, Chief Financial Officer and Chief Information Officer
​​
2020
​​
602,308
​​
1,145,505
​​
—
​​
846,529
​​
3,000
​​
2,597,342
​
​
2019
​​
331,730
​​
444,429
​​
338,914
​​
—
​​
2,654
​​
1,117,727
​
​
Daniel V. Ginnetti(5)
Executive Vice President,
International
​​
2020
​​
575,000
​​
911,514
​​
—
​​
684,394
​​
3,000
​​
2,173,908
​
​
2019
​​
575,000
​​
731,261
​​
350,826
​​
—
​​
3,000
​​
1,660,087
​
​
2018
​​
550,000
​​
711,944
​​
482,280
​​
99,743
​​
3,000
​​
1,846,967
​
​
Kurt M. Rogers(6)
Executive Vice President and
General Counsel
​​
2020
​​
318,077
​​
1,108,134
​​
—
​​
418,865
​​
3,000
​​
1,848,076
​
​
2019
​​
500,000
​​
440,082
​​
235,748
​​
—
​​
3,000
​​
1,178,830
​
​
2018
​​
400,000
​​
353,624
​​
244,217
​​
58,032
​​
3,000
​​
1,058,873
​
​
S. Cory White(7)
Executive Vice President, Chief Commercial Officer
​​
2020
​​
440,000
​​
599,941
​​
—
​​
707,497
​​
97,344
​​
1,844,782
​
(1)

The amounts shown represent the aggregate grant date fair value of theRSU and PSU awards, for fiscal years 2018, 2017 and 2016. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718, utilizing the assumptions discussed in Note 13 to our financial statements for the fiscal year ended December 31, 2018, Note 12 to our financial statements for the fiscal year ended December 31, 2017, and in Note 6 to our financial statements for the fiscal year ended December 31, 2016.

(2)

The amounts shown represent the aggregate grant date fair value of the awards for fiscal years 2018, 2017 and 2016, determined in accordance with FASB ASC Topic 718, based on the closing price of our common stock on the date of the grant. The grant date fair value of time-based RSUs granted in 2018 and performance-based RSUs granted in 2018 are as follows:

  Name  Time-Based RSUs   Performance-Based RSUs   

 

Charles A. Alutto

  

 

 

 

$1,186,639

 

 

  

 

 

 

$395,546

 

 

 

 

Cindy J. Miller

  

 

 

 

566,654

 

 

  

 

 

 

255,555

 

 

 

 

Daniel V. Ginnetti

  

 

 

 

443,648

 

 

  

 

 

 

147,883

 

 

 

 

Kurt M. Rogers

  

 

 

 

224,647

 

 

  

 

 

 

74,882

 

 

 

 

Ruth-Ellen Abdulmassih

  

 

 

 

215,651

 

 

  

 

 

 

71,884

 

 

 

 

Joseph B. Arnold

  

 

 

 

443,648

 

 

  

 

 

 

147,883

 

 

 

 

Brenda R. Frank

  

 

 

 

232,278

 

 

  

 

 

 

77,426

 

 

 

Because the performance-related component of the performance-based RSUsPSUs is based on separate measurements of our performance for each year in the three-year performance cycle, FASB ASC Topic 718 requires the grant date fair value to be calculated with respect toone-third of the total performance-based RSUsPSUs in each year of the three-year performance cycle. For 2018, with respect toAs a result, the PSU-related amounts for each year include: (a) for 2020, the sum of the named executive officers other than Ms. Miller,grant date fair values under ASC 718, at target, of the 2020 performance year tranches of the PSUs granted in 2020, 2019 and 2018; (b) for 2019, the sum of the grant date fair values under ASC 718, at target, of the 2019 performance year tranches of the PSUs granted in 2019, 2018 and 2017; and (c) for 2018, the sum of the grant date fair values under ASC 718, at target, of the 2018 performance year tranches of the PSUs granted in 2018 and 2017 (PSUs were not granted in 2016).

      The grant date fair value of time-based RSUs and PSUs with a 2020 performance year tranche are as follows:
​
Name
​​
Time-Based RSUs
​​
Year 1 of 2020 PSUs
​​
Year 2 of 2019 PSUs
​​
Year 3 of 2018 PSUs
​
​
Cindy J. Miller
​​
$1,574,952
​​
$678,626
​​
$527,757
​​
—
​
​
Janet H. Zelenka
​​
722,923
​​
311,475
​​
111,107
​​
—
​
​
Daniel V. Ginnetti
​​
452,800
​​
195,090
​​
115,741
​​
$147,883
​
​
Kurt M. Rogers
​​
942,017
​​
166,117
​​
—
​​
—
​
​
S. Cory White
​​
380,461
​​
163,935
​​
55,545
​​
—
​
      The maximum level of performance for Year 1 of the 2020 PSUs is 150% (the three-year measurement period for the 2020 PSUs also includes a rTSR modifier, which will adjust the number of PSUs earned up or down by up to 25% based on our three-year TSR performance relative to the S&P Mid Cap 400), and for Year 2 of the 2019 PSUs and Year 3 of the 2018 PSUs is the same as target. Assuming the 150% maximum achievement, the aggregate grant date fair value of the 2020 performance year tranche of the 2020 PSUs would be: Ms. Miller - $1,017,939; Ms. Zelenka - $467,213; Mr. Ginnetti - $292,635; Mr. Rogers - $249,176; and Mr. White - $245,903.
      Certain amounts in 2019 and 2018 have been updated from prior years to reflect the grant date fair value of all performance year tranches in that year.
      The grant date fair value of time-based RSUs and PSUs with a 2019 performance year tranche are as follows:
​
Name
​​
Time-Based RSUs
​​
Year 1 of 2019 PSUs
​​
Year 2 of 2018 PSUs
​​
Year 3 of 2017 PSUs
​
​
Cindy J. Miller
​​
$816,617
​​
$527,757
​​
—
​​
—
​
​
Janet H. Zelenka
​​
333,322
​​
111,107
​​
—
​​
—
​
​
Daniel V. Ginnetti
​​
347,224
​​
115,741
​​
$147,883
​​
$120,413
​
​
Kurt M. Rogers
​​
233,329
​​
77,776
​​
74,882
​​
54,095
​
      For the 2019 PSUs, the 2018 PSUs and the 2017 PSUs, target performance and maximum performance are the same.
Stericycle, Inc. - 2021 Proxy Statement  43

TABLE OF CONTENTS

      The grant date fair value of time-based RSUs and PSUs with a 2018 performance year tranche are as follows:
​
Name
​​
Time-Based RSUs
​​
Year 1 of 2018 PSUs
​​
Year 2 of 2017 PSUs
​
​
Cindy J. Miller
​​
$566,654
​​
—
​​
—
​
​
Janet H. Zelenka
​​
—
​​
—
​​
—
​
​
Daniel V. Ginnetti
​​
443,648
​​
147,883
​​
$120,413
​
​
Kurt M. Rogers
​​
224,647
​​
74,882
​​
54,095
​
      For the 2018 PSUs and the 2017 PSUs, target performance and maximum performance are the same.
(2)
The amounts shown represent the aggregate grant date fair value of the performance-based RSUs, as measuredawards for fiscal years 2019 and 2018. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718, is based onutilizing the assumptions discussed in Note 14 to our closing stock price onfinancial statements for the grant date of March 1, 2018 of $62.04fiscal year ended December 31, 2019 and Note 13 to our financial statements for the probable outcome of target performance of the annual performance-related component forfiscal year ended December 31, 2018. With respect to Ms. Miller, the grant date fair value of the performance-based RSUs is based on our closing stock price on the grant due of March 12, 2019 of $48.59. Such grant relates to Ms. Miller’s hiring in October 2018. With respect to the performance-based RSUs, target performance and maximum performance are the same.

(3)

The amounts shown represent the gross amounts of the named executive officer’s annual cash incentive for the applicable fiscal year.

In addition, for Mr. White in 2020, the amount shown includes $288,360 related to the successful execution of certain divestiture transactions.

(4)
Stericycle, Inc. - 2019 Proxy Statement43The amounts shown include the following:

2018 SUMMARY COMPENSATION TABLE

​
Name
​​
401(k) Matching
Contribution
​​
Relocation
Expenses
​​
Tax Gross-Up
on Relocation
Expenses
​
​
Cindy J. Miller
​​
$3,000
​​
$—
​​
$31,172
​
​
Janet H. Zelenka
​​
3,000
​​
—
​​
—
​
​
Daniel V. Ginnetti
​​
3,000
​​
—
​​
—
​
​
Kurt M. Rogers
​​
3,000
​​
—
​​
—
​
​
S. Cory White
​​
3,000
​​
94,344
​​
—
​
(4)

With respect to Mr. Alutto, represents $3,000 for 401(k) matching contributions and $2,693 spousal travel. With respect to Mr. Ginnetti and Mr. Rogers, represents only our matching 401(k) plan contributions for the fiscal years noted. With respect to Ms. Miller, represents $18,674 relocation expenses and $14,852 tax gross up. With respect to Mr. Arnold, represents $3,000 for 401(k) matching contributions and $1,009,005 payable pursuant to a separation agreement. With respect to Ms. Frank, represents $5,007 spousal travel and $14,564 for commuting and travel expenses reimbursed by the Company. With respect to Ms. Abdulmassih, represents $3,000 for 401(k) matching contributions and $23,681 for commuting and travel expenses reimbursed by the Company. With respect to such relocation, commuting and travel expenses, the aggregate incremental cost to our Company is determined by the amounts paid to third-party providers.

With respect to Ms. Miller’s tax gross-up on relocation expenses, the amount reflects tax gross-up amounts paid in 2020 related to relocation expenses incurred in the prior year.

(5)

Represents bonusesMr. Ginnetti, our former Chief Financial Officer, transitioned to become Executive Vice President of International in June 2019.

(6)
Mr. Rogers ceased employment with the Company in January 2020 and was subsequently rehired in March 2020.
(7)
Mr. White was not an NEO prior to 2020. As permitted by the SEC, because 2020 was Mr. White’s first year as an NEO, the compensation paid to Ms. Abdulmassihhim prior to 2020 is not included in connection with certain special projects.

(6)

Represents a retention bonus and bonuses paid to Ms. Frank in connection with certain special projects.

(7)

Represents a bonus paid to Ms. Frank as part of the transition from her former employment agreement withShred-it.

44Stericycle, Inc. - 2019 Proxy Statementthis table.

44  Stericycle, Inc. - 2021 Proxy Statement

2018

TABLE OF CONTENTS

2020 GRANTS OF PLAN-BASED AWARDS

The following table provides information about the plan-based awards for our named executive officers during 2018.

     

Estimated Future Payouts Under 

 Non-Equity Incentive Plan Awards(1) 

  

Estimated Future Payouts Under 

   Equity Incentive Plan  Awards(2) 

  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(3)
(#)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options(4)
(#)		  Exercise
or Base
Price of
Option
Awards
$/Share		  Grant
Date
Fair
Value
of Stock
and
Option
Awards(5)
($)		 

Name

 Grant
Date		  Threshold
($)		  Target
($)		  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		 

Charles A. Alutto

  

 

500,000

 

 

 

1,000,000

 

 

 

2,000,000

 

       
 

 

3/01/2018

 

        

 

76,509

 

 

 

62.04

 

 

 

1,289,942

 

 

 

3/01/2018

 

       

 

19,127

 

   

 

1,186,639

 

 

 

3/01/2018

 

             

 

4,782

 

 

 

19,127

 

 

 

19,127

 

             

 

395,546

 

Cindy J. Miller

  

 

281,250

 

 

 

562,500

 

 

 

1,125,000

 

       
 

 

11/01/2018

 

        

 

60,391

 

 

 

50.78

 

 

 

894,995

 

 

 

11/01/2018

 

       

 

11,159

 

   

 

566,654

 

 

 

3/12/2019

 

             

 

3,945

 

 

 

15,778

 

 

 

15,778

 

             

 

255,555

 

Daniel V. Ginnetti

  

 

206,250

 

 

 

412,500

 

 

 

825,000

 

       
 

 

3/01/2018

 

        

 

28,605

 

 

 

62.04

 

 

 

482,280

 

 

 

3/01/2018

 

       

 

7,151

 

   

 

443,648

 

 

 

3/01/2018

 

             

 

1,788

 

 

 

7,151

 

 

 

7,151

 

             

 

147,883

 

Kurt M. Rogers

  

 

120,000

 

 

 

240,000

 

 

 

480,000

 

       
 

 

3/01/2018

 

        

 

14,485

 

 

 

62.04

 

 

 

244,217

 

 

 

3/01/2018

 

       

 

3,621

 

   

 

224,647

 

 

 

3/01/2018

 

             

 

905

 

 

 

3,621

 

 

 

3,621

 

             

 

74,882

 

Ruth-Ellen Abdulmassih

  

 

120,250

 

 

 

240,500

 

 

 

481,000

 

       
 

 

3/01/2018

 

        

 

13,905

 

 

 

62.04

 

 

 

234,438

 

 

 

3/01/2018

 

       

 

3,476

 

   

 

215,651

 

 

 

3/01/2018

 

             

 

869

 

 

 

3,476

 

 

 

3,476

 

             

 

71,884

 

Joseph B. Arnold

  

 

206,250

 

 

 

412,500

 

 

 

825,000

 

       
 

 

3/01/2018

 

        

 

28,605

 

 

 

62.04

 

 

 

482,280

 

 

 

3/01/2018

 

       

 

7,151

 

   

 

443,648

 

 

 

3/01/2018

 

             

 

1,788

 

 

 

7,151

 

 

 

7,151

 

             

 

147,883

 

Brenda R. Frank

  

 

120,000

 

 

 

240,000

 

 

 

480,000

 

       
 

 

3/01/2018

 

        

 

14,979

 

 

 

62.04

 

 

 

252,546

 

 

 

3/01/2018

 

       

 

3,744

 

   

 

232,278

 

 

 

3/01/2018

 

             

 

936

 

 

 

3,744

 

 

 

3,744

 

             

 

77,426

 

2020.
​
 
​​
 
​​
 
​​
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2)
​​
Estimated Future Payouts Under
Equity Incentive Plan Awards(3)
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(4)
(#)
​​
Grant
Date
Fair
Value
of Stock
and
Option
Awards(5)
($)
​
​
Name
​​
Award
Type
​​
Grant
Date(1)
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
​
Cindy J. Miller
​​
​​
​​
57,398
​​
1,147,951
​​
2,043,352
​​
​​
​​
​​
​​
​
​
2020 RSUs
​​
3/11/2020
​​
​​
​​
​​
​​
​​
​​
30,546
​​
1,574,952
​
​
2020 PSUs
​​
3/11/2020
​​
​​
​​
​​
2,333
​​
12,445
​​
23,334
​​
​​
678,626
​
​
2019 PSUs
​​
3/11/2020
​​
​​
​​
​​
2,315
​​
9,261
​​
9,261
​​
​​
460,265
​
​
2019 PSUs
​​
3/11/2020
​​
​���
​​
​​
339
​​
1,358
​​
1,358
​​
​​
67,492
​
​
Janet H. Zelenka
​​
​​
​​
26,671
​​
533,414
​​
949,478
​​
​​
​​
​​
​​
​
​
2020 RSUs
​​
3/11/2020
​​
​​
​​
​​
​​
​​
​​
14,021
​​
722,923
​
​
2020 PSUs
​​
3/11/2020
​​
​​
​​
​​
1,071
​​
5,712
​​
10,710
​​
​​
311,475
​
​
2019 PSUs
​​
3/11/2020
​​
​​
​​
​​
591
​​
2,366
​​
2,366
​​
​​
111,107
​
​
Daniel V. Ginnetti
​​
​​
​​
21,563
​​
431,250
​​
767,625
​​
​​
​​
​​
​​
​
​
2020 RSUs
​​
3/11/2020
​​
​​
​​
​​
​​
​​
​​
8,782
​​
452,800
​
​
2020 PSUs
​​
3/11/2020
​​
​​
​​
​​
670
​​
3,577
​​
6,706
​​
​​
195,090
​
​
2019 PSUs
​​
3/11/2020
​​
​​
​​
​​
595
​​
2,383
​​
2,383
​​
​​
115,741
​
​
2018 PSUs
​​
3/11/2020
​​
​​
​​
​​
595
​​
2,383
​​
2,383
​​
​​
147,883
​
​
Kurt M. Rogers
​​
​​
​​
13,197
​​
263,935
​​
469,804
​​
​​
​​
​​
​​
​
​
2020 RSUs
​​
5/01/2020
​​
​​
​​
​​
​​
​​
​​
8,502
​​
393,728
​
​
2020 PSUs
​​
5/01/2020
​​
​​
​​
​​
649
​​
3,463
​​
6,493
​​
​​
166,117
​
​
2020 RSUs
​​
10/02/2020
​​
​​
​​
​​
​​
​​
​​
8,559
​​
548,290
​
​
S. Cory White
​​
​​
​​
13,205
​​
264,106
​​
470,109
​​
​​
​​
​​
​​
​
​
​​
​​
2,340
​​
360,000
​​
540,000
​​
​​
​​
​​
​​
​
​
2020 RSUs
​​
3/11/2020
​​
​​
​​
​​
​​
​​
​​
7,379
​​
380,461
​
​
2020 PSUs
​​
3/11/2020
​​
​​
​​
​​
563
​​
3,006
​​
5,636
​​
​​
163,935
​
​
2019 PSUs
​​
3/11/2020
​​
​​
​​
​​
243
​​
975
​​
975
​​
​​
55,545
​
(1)

The Grant Date for the 2019 PSUs and the 2018 PSUs represents the date on which the Compensation Committee established the performance goals for the 2020 performance year tranche for those PSUs.

(2)
These amounts consist of the threshold, target and maximum cash award levels set in 20182020 under the annual cash performance bonus program. For Mr. Rogers, the amounts reflect his prorated payout opportunities based on his rehire date of March 31, 2020. The amounts included in the threshold column reflect the payout if threshold performance were achieved at the minimum level required for any payout under one of the metrics, which was 5%. In addition, the second line for Mr. White consists of amounts potentially payable to him based on the successful execution of certain divestiture transactions. Please see “Compensation Discussion and Analysis” for further information regarding the annual cash performance bonus program.

program and Mr. White’s supplemental arrangement.

(2)
(3)

The amounts shown at target represent one-third of the aggregatetarget number of performance-based RSUsunits that may be earned under the long-term incentive plan.terms of the award since performance targets are set annually and, as a result, one-third of the grant date fair value is recognized in each performance year, as further described in footnote (5) below. The earnout percentage for each of the three annual tranches of the 2018 and 2019 performance-based RSUs may range from 25% to 100% and vest ifratably (if at all, in three annual installments basedall) on annual EPS performance goals.each anniversary of the grant over the three-year vesting period. The earnout percentage may range from 0%18.75% to 100%187.5% of the target performance-based RSUsPSUs granted with a rangein 2020. Any earned 2020 PSUs will vest on the third anniversary of25%-100% earned at threshold to maximum performance. See the grant date. Please see “Long-Term Equity Incentive Awards – Performance-based RestrictedPerformance Stock Units for 2018”2020” in “Compensation Discussion and Analysis” above.

(3)
(4)

The amounts represent the time-based RSUs granted under the long-term incentive plan to the named executive officers. TheWith the exception of the time-based RSUs granted to Mr. Rogers on October 2, 2020, which RSUs cliff vest on April 1, 2023, the time-based RSUs vest in equal annual installments over fivethree years, beginning on the first anniversary of the grant date, provided that in each case the executive is still employed by the Company on the vesting date. Please see “Compensation Discussion and Analysis” for further information regarding these RSU grants.

(4)
(5)

These amounts represent stock options granted under the long-term incentive plan to the named executive officers. These options vest in equal annual installments over five years, beginning on the first anniversary of the grant date, provided that the executive is still employed by the Company on the applicable vesting date. Please see “Compensation Discussion and Analysis” for further information regarding these stock option awards.

(5)

The grant date fair value of each time-based RSU award was computed in accordance with FASB ASC Topic 718 based on the closing stock price on the applicable grant date. Because the performance-related component of the performance-based RSUsPSUs is based on separate measurements of our performance for each year in the three-year performance cycle, FASB ASC Topic 718 requires the grant date fair value to be calculated with respect

Stericycle, Inc. - 2019 Proxy Statement45

2018 GRANTS OF PLAN-BASED AWARDS

toone-third of the total performance-based RSUsPSUs in each year of the three-year performance cycle. For 2018,2020, the grant date fair value of the performance-based RSUs,PSUs, as measured in accordance with FASB ASC Topic 718, is based on our closing stock price on the grant date and the probable outcome of target performance of the annual performance-related component2020 performance year tranche for 2018.each of the 2020 PSUs, the 2019 PSUs and the 2018 PSUs. The maximum level of performance for Year 1 of the 2020 PSUs is 150%, however the three-year measurement period for the 2020 PSUs also includes a rTSR modifier that could add up to an additional 25% on the aggregate three-year results. With respect to the performance-based RSUs,2019 PSUs and the 2018 PSUs, target performance and maximum performance are the same. The grant date fair value of each option award was calculated in accordance with the provisions of FASB ASC Topic 718, utilizing the assumptions discussed in Note 13 to our financial statements for the fiscal year ended December 31, 2018.

46Stericycle, Inc. - 2019 Proxy Statement

Stericycle, Inc. - 2021 Proxy Statement  45

2018

TABLE OF CONTENTS

2020 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

The following table provides information about the outstanding equity awards held by the named executive officers as of December 31, 2018.

Option Awards

      Stock Awards 

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		   Option
Exercise
Price ($)		   Option
Expiration
Date(1)		       Number of
Shares or
Units of
Stock That
Have Not
Vested(2)		   Market
Value of
Shares or
Units That
Have Not
Vested(3)		   Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested(4)		   Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested(3)		 

Charles A. Alutto

  

 

–

 

  

 

76,509

 

  

 

62.04

 

  

 

3/1/2026

 

         
  

 

6,984

 

  

 

–

 

  

 

63.00

 

  

 

7/30/2020

 

         
  

 

31,890

 

  

 

–

 

  

 

85.00

 

  

 

2/8/2021

 

         
  

 

97,073

 

  

 

23,800

 

  

 

115.69

 

  

 

2/11/2022

 

         
  

 

60,000

 

  

 

–

 

  

 

86.24

 

  

 

2/13/2022

 

         
  

 

66,000

 

  

 

44,000

 

  

 

130.19

 

  

 

2/6/2023

 

         
  

 

147,671

 

  

 

–

 

  

 

95.87

 

  

 

2/20/2023

 

         
  

 

1,873

 

  

 

–

 

  

 

115.69

 

  

 

2/11/2024

 

         
  

 

2,435

 

  

 

–

 

  

 

130.19

 

  

 

2/6/2025

 

         
  

 

42,163

 

  

 

63,243

 

  

 

111.12

 

  

 

2/5/2024

 

         
  

 

1,007

 

  

 

–

 

  

 

115.54

 

  

 

2/26/2026

 

         
  

 

13,456

 

  

 

53,824

 

  

 

83.35

 

  

 

2/16/2025

 

         
  

 

341

 

  

 

–

 

  

 

82.93

 

  

 

2/24/2027

 

      

 

34,108

 

  

 

1,251,423

 

  

 

7,024

  

 

257,711

Cindy J. Miller

  

 

–

 

  

 

60,391

 

  

 

50.78

 

  

 

11/1/2026

 

      

 

11,159

 

  

 

409,423

 

          

Daniel V. Ginnetti

  

 

–

 

  

 

28,605

 

  

 

62.04

 

  

 

3/1/2026

 

         
  

 

12,000

 

  

 

–

 

  

 

51.55

 

  

 

2/9/2020

 

         
  

 

10,700

 

  

 

–

 

  

 

85.00

 

  

 

2/8/2021

 

         
  

 

12,000

 

  

 

3,000

 

  

 

115.69

 

  

 

2/11/2022

 

         
  

 

11,200

 

  

 

–

 

  

 

86.24

 

  

 

2/13/2022

 

         
  

 

6,000

 

  

 

1,500

 

  

 

116.81

 

  

 

8/1/2022

 

         
  

 

27,000

 

  

 

18,000

 

  

 

130.19

 

  

 

2/6/2023

 

         
  

 

14,550

 

  

 

–

 

  

 

95.87

 

  

 

2/20/2023

 

         
  

 

17,838

 

  

 

26,757

 

  

 

111.12

 

  

 

2/5/2024

 

         
  

 

508

 

  

 

–

 

  

 

115.54

 

  

 

2/26/2026

 

         
  

 

4,999

 

  

 

19,994

 

  

 

83.35

 

  

 

2/16/2025

 

         
  

 

147

 

  

 

–

 

  

 

82.93

 

  

 

2/24/2027

 

      

 

12,934

 

  

 

474,548

 

  

 

2,621

  

 

96,164

 

Kurt M. Rogers

  

 

2,399

 

  

 

9,596

 

  

 

76.41

 

  

 

7/24/2025

 

         
       

 

14,485

 

  

 

62.04

 

  

 

3/1/2026

 

      

 

5,541

 

  

 

203,299

 

  

 

1,305

 

  

 

47,880

 

2020.
​
 
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Option
Grant Date
​​
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Stock
Award
Grant Date
​​
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested(2)
(#)
​​
Market
Value of
Shares or
Units
That
Have Not
Vested(3)
($)
​​
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(4)
(#)
​​
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(3)
($)
​
​
Cindy J. Miller
​​
​​
​​
​​
​​
​​
3/11/2020
​​
30,546
​​
2,117,754
​​
42,188
​​
2,924,894
​
​
5/02/2019
​​
4,687
​​
9,372
​​
57.25
​​
5/02/2027
​​
5/02/2019
​​
2,717
​​
188,370
​​
2,717
​​
188,370
​
​
3/12/2019
​​
8,284
​​
33,133
​​
48.59
​​
3/12/2027
​​
3/12/2019
​​
9,604
​​
665,845
​​
18,522
​​
1,284,130
​
​
11/01/2018
​​
24,157
​​
36,234
​​
50.78
​​
11/01/2026
​​
11/01/2018
​​
6,696
​​
464,234
​​
—
​​
—
​
​
Janet H. Zelenka
​​
​​
​​
​​
​​
​​
3/11/2020
​​
14,021
​​
972,076
​​
19,363
​​
1,342,437
​
​
7/01/2019
​​
8,163
​​
16,325
​​
46.96
​​
7/01/2027
​​
7/01/2019
​​
4,732
​​
328,070
​​
4,732
​​
328,070
​
​
Daniel V. Ginnetti
​​
​​
​​
​​
​​
​​
3/11/2020
​​
8,782
​​
608,856
​​
12,128
​​
840,834
​
​
3/12/2019
​​
8,218
​​
16,436
​​
48.59
​​
3/12/2027
​​
3/12/2019
​​
4,764
​​
330,288
​​
4,764
​​
330,288
​
​
3/01/2018
​​
11,442
​​
17,163
​​
62.04
​​
3/01/2026
​​
3/01/2018
​​
4,291
​​
297,495
​​
2,383
​​
165,213
​
​
2/24/2017
​​
147
​​
—
​​
82.93
​​
2/24/2027
​​
2/16/2017
​​
2,000
​​
138,660
​​
—
​​
—
​
​
2/16/2017
​​
14,997
​​
9,996
​​
83.35
​​
2/16/2025
​​
2/15/2016
​​
595
​​
41,251
​​
—
​​
—
​
​
2/26/2016
​​
508
​​
—
​​
115.54
​​
2/26/2026
​​
​​
​​
​​
​​
​
​
2/05/2016
​​
35,676
​​
8,020
​​
111.12
​​
2/05/2024
​​
​​
​​
​​
​​
​
​
2/05/2016
​​
—
​​
899
​​
111.12
​​
2/05/2024
​​
​​
​​
​​
​​
​
​
2/06/2015
​​
44,232
​​
—
​​
130.19
​​
2/06/2023
​​
​​
​​
​​
​​
​
​
2/06/2015
​​
768
​​
—
​​
130.19
​​
2/06/2023
​​
​​
​​
​​
​​
​
​
8/01/2014
​​
3,220
​​
—
​​
116.81
​​
8/01/2022
​​
​​
​​
​​
​​
​
​
8/01/2014
​​
4,280
​​
—
​​
116.81
​​
8/01/2022
​​
​​
​​
​​
​​
​
​
2/11/2014
​​
15,000
​​
—
​​
115.69
​​
2/11/2022
​​
​​
​​
​​
​​
​
​
2/20/2013
​​
14,550
​​
—
​​
95.87
​​
2/20/2023
​​
​​
​​
​​
​​
​
​
2/13/2012
​​
11,200
​​
—
​​
86.24
​​
2/13/2022
​​
​​
​​
​​
​​
​
​
2/08/2011
​​
10,700
​​
—
​​
85.00
​​
2/08/2021
​​
​​
​​
​​
​​
​
​
Kurt M. Rogers
​​
​​
​​
​​
​​
​​
10/2/2020
​​
8,559
​​
593,395
​​
—
​​
—
​
​
​​
​​
​​
​​
​​
5/1/2020
​​
8,502
​​
589,444
​​
11,741
​​
814,004
​
​
S. Cory White
​​
​​
​​
​​
​​
​​
3/11/2020
​​
7,379
​​
511,586
​​
10,191
​​
706,542
​
​
5/1/2019
​​
3,365
​​
6,730
​​
56.95
​​
5/1/2027
​​
5/1/2019
​​
1,951
​​
135,263
​​
1,950
​​
135,194
​
(1)
Stericycle, Inc. -Options granted prior to 2019 Proxy Statement47

2018 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

Option Awards

      Stock Awards 

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		   Number of
Securities
Underlying
Unexercised
Options (#)
UnExercisable		   Option
Exercise
Price ($)		   Option
Expiration
Date(1)		       Number
of
Shares
or Units
of Stock
That
Have
Not
Vested(2)		   Market
Value of
Shares or
Units
That
Have Not
Vested(3)		   Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(4)		   Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested(3)		 

Ruth-Ellen Abdulmassih

  

 

554

 

  

 

–

 

  

 

55.57

 

  

 

3/1/2020

 

         
  

 

8,700

 

  

 

–

 

  

 

85.00

 

  

 

2/8/2021

 

         
  

 

6,400

 

  

 

3,200

 

  

 

115.69

 

  

 

2/11/2022

 

         
  

 

8,700

 

  

 

–

 

  

 

86.24

 

  

 

2/13/2022

 

         
  

 

711

 

  

 

–

 

  

 

86.89

 

  

 

2/28/2022

 

         
  

 

2,000

 

  

 

–

 

  

 

85.57

 

  

 

4/11/2022

 

         
  

 

756

 

  

 

–

 

  

 

97.36

 

  

 

3/7/2023

 

         
  

 

7,200

 

  

 

7,200

 

  

 

130.19

 

  

 

2/6/2023

 

         
  

 

9,700

 

  

 

1,939

 

  

 

95.87

 

  

 

2/20/2023

 

         
  

 

2,000

 

  

 

1,000

 

  

 

111.63

 

  

 

4/22/2022

 

         
  

 

1,192

 

  

 

–

 

  

 

136.285

 

  

 

3/5/2025

 

         
  

 

1,021

 

  

 

–

 

  

 

116.01

 

  

 

3/11/2026

 

         
  

 

2,400

 

  

 

9,596

 

  

 

83.35

 

  

 

2/16/2025

 

         
  

 

–

 

  

 

13,905

 

  

 

62.04

 

  

 

3/1/2026

 

         
  

 

4,217

 

  

 

6,324

 

  

 

111.12

 

  

 

2/5/2024

 

      

 

6,268

 

  

 

229,973

 

  

 

1,269

 

  

 

46,560

 

Joseph B. Arnold

  

 

5,061

 

  

 

–

 

  

 

46.83

 

  

 

2/10/2019

 

         
  

 

404

 

  

 

–

 

  

 

47.24

 

  

 

3/2/2019

 

         
  

 

11,500

 

  

 

–

 

  

 

51.55

 

  

 

2/9/2020

 

         
  

 

792

 

  

 

–

 

  

 

55.57

 

  

 

3/1/2020

 

         
  

 

11,200

 

  

 

–

 

  

 

85.00

 

  

 

2/8/2021

 

         
  

 

629

 

  

 

–

 

  

 

83.88

 

  

 

3/1/2021

 

         
  

 

12,000

 

  

 

3,000

 

  

 

115.69

 

  

 

2/11/2022

 

         
  

 

11,200

 

  

 

–

 

  

 

86.24

 

  

 

2/13/2022

 

         
  

 

711

 

  

 

–

 

  

 

86.89

 

  

 

2/28/2022

 

         
  

 

6,000

 

  

 

1,500

 

  

 

110.14

 

  

 

4/14/2022

 

         
  

 

27,000

 

  

 

18,000

 

  

 

130.19

 

  

 

2/6/2023

 

         
  

 

14,550

 

  

 

–

 

  

 

95.87

 

  

 

2/20/2023

 

         
  

 

448

 

  

 

–

 

  

 

97.36

 

  

 

3/7/2023

 

         
  

 

337

 

  

 

–

 

  

 

130.19

 

  

 

2/6/2025

 

         
  

 

17,838

 

  

 

26,757

 

  

 

111.12

 

  

 

2/5/2024

 

         
  

 

508

 

  

 

–

 

  

 

115.54

 

  

 

2/26/2026

 

         
  

 

4,999

 

  

 

19,994

 

  

 

83.35

 

  

 

2/16/2025

 

         
  

 

147

 

  

 

–

 

  

 

82.93

 

  

 

2/24/2027

 

         
  

 

–

 

  

 

28,605

 

  

 

62.04

 

  

 

3/1/2026

 

      

 

12,934

 

  

 

474,548

 

  

 

2,621

 

  

 

96,164

 

Brenda R. Frank

  

 

4,200

 

  

 

–

 

  

 

124.32

 

  

 

11/2/2023

 

         
  

 

5,514

 

  

 

–

 

  

 

111.12

 

  

 

2/5/2024

 

         
  

 

–

 

  

 

–

 

  

 

62.04

 

  

 

3/1/2026

 

                        

48Stericycle, Inc. - 2019 Proxy Statement

2018 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

(1)

Other than options listed with expiration datesvest in 20% increments on each of February 11, 2022, April 14, 2022, February 5, 2024, November 2, 2023, and February 6, 2025 and February 24, 2027 which have8-year terms and expire on the eighth anniversaryfirst through fifth year anniversaries of the option grant date, theseand options have10-year termsgranted in 2019 and expire on the tenth anniversary of the option grant date. Options generally2020 vest at the rate ofone-fifth (20%) of the option sharesin one-third increments on each of the first fivethrough third year anniversaries of the option grant date.

date, except that options granted in 2019 to Ms. Miller vest over five years based on the terms of her offer letter.
46  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

(2)

Represents time-based RSUs. RSUs that generallygranted in 2017 and 2018 vest in 20% increments on each of the first through fifth year anniversaries of the date of grant.

grant, and RSUs granted in 2019 and 2020 vest in one-third increments on each of the first through third year anniversaries of the date of grant, except that RSUs granted in 2019 to Ms. Miller vest over five years based on the terms of her offer letter and RSUs granted to Mr. Rogers on October 2, 2020 cliff vest on April 1, 2023.

(3)

Market value is based on the share price of $36.69$69.33 as of December 31, 2018.

2020.

(4)

The numbers shown with grant dates in 2018 and 2019 represent performance-based RSUs, which vest, if at all, in three equal annual installments based on annual performance goals related to the EPS Metric and ROIC Metric. There is no rTSR modifier for the 2018 and 2019 grants and achievement cannot exceed 100%. The numbers shown with grant dates in 2020 represent PSUs which will vest, if at all, on the third anniversary of the date of grant, to the extent performance goals. Pursuantgoals related to SEC rules, the EPS Metric, ROIC Metric, and rTSR are achieved. The amounts shown reflect (a) with respect to the number2020 PSUs, the average of units that may be earned over the three-year period ifactual results level for the threshold2020 performance year and the target level for the 2021 and 2022 performance years; and (b) with respect to the 2018 and 2019 performance-based RSUs, the target level of EPS is achieved in each of the years.

Stericycle, Inc. - 2019 Proxy Statement49such RSUs.

Stericycle, Inc. - 2021 Proxy Statement  47

2018

TABLE OF CONTENTS

2020 OPTION EXERCISES AND STOCK VESTED

The following table summarizes information regarding stock options exercised by the named executive officers and restricted stock unittime-based and performance-based RSU awards to the named executive officers that vested during the fiscal year ended December 31, 2018.

   Option Awards   Stock Awards 

Name

  Number of Shares
Acquired on
Exercise (#)		   Value
Realized
Exercise
($)(1)		   Number of Shares
Acquired Upon
Vesting (#)		   Value
Realized
on Vesting
($)(2)		 

 

Charles A. Alutto

  

 

 

 

27,000

 

 

  

 

 

 

237,211

 

 

  

 

 

 

4,096

 

 

  

 

 

 

303,931

 

 

 

Cindy J. Miller

        

 

Daniel V. Ginnetti

  

 

 

 

10,000

 

 

  

 

 

 

234,450

 

 

  

 

 

 

1,593

 

 

  

 

 

 

117,952

 

 

 

Kurt M. Rogers

      

 

 

 

479

 

 

  

 

 

 

33,123

 

 

 

Ruth-Ellen Abdulmassih

      

 

 

 

769

 

 

  

 

 

 

55,535

 

 

 

Joseph B. Arnold

      

 

 

 

1,593

 

 

  

 

 

 

117,952

 

 

 

Brenda R. Frank

            

 

 

 

702

 

 

  

 

 

 

52,396

 

 

2020.
​
 
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Number of Shares
Acquired on
Exercise (#)
​​
Value
Realized on
Exercise
($)(1)
​​
Number of Shares
Acquired Upon
Vesting
(#)
​​
Value
Realized
on Vesting
($)(2)
​
​
Cindy J. Miller
​​
—
​​
—
​​
5,991
​​
319,736(3)
​
​
Janet H. Zelenka
​​
—
​​
—
​​
2,366
​​
130,035(3)
​
​
Daniel V. Ginnetti
​​
6,000
​​
66,600(4)
​​
5,407
​​
302,111(3)
​
​
Kurt M. Rogers
​​
—
​​
—
​​
—
​​
—
​
​
S. Cory White
​​
—
​​
—
​​
975
​​
45,152(3)
​
(1)

Represents the difference between the market value of the shares acquired upon exercise and the aggregate exercise price of the shares acquired.

(2)

Represents the market value of the shares issued in settlement of time-based RSU awards on the date of the awards vested, calculated using the closing sale price reported on the Nasdaq Global Select Market on the vesting date.

No performance-based RSU awards vested during 2020.

(3)
50Stericycle, Inc. - 2019 Proxy StatementThe value realized upon vesting of time-based RSU awards was computed based on the following:
​
Name
​​
Vesting
Date
​​
Number of
Shares Acquired
on Vesting
​​
Market Price
at Vesting
​​
Value Realized
on Vesting
​
​
Cindy J. Miller
​​
3/12/2020
​​
2,401
​​
$49.06
​​
$117,793
​
​
5/2/2020
​​
1,358
​​
$46.31
​​
$62,889
​
​
11/1/2020
​​
2,232
​​
$62.30
​​
$139,054
​
​
Janet H. Zelenka
​​
7/1/2020
​​
2,366
​​
$54.96
​​
$130,035
​
​
Daniel V. Ginnetti
​​
2/5/2020
​​
595
​​
$64.95
​​
$38,645
​
​
2/16/2020
​​
1,000
​​
$64.48
​​
$64,480
​
​
3/1/2020
​​
1,430
​​
$57.43
​​
$82,125
​
​
3/12/2020
​​
2,382
​​
$49.06
​​
$116,861
​
​
S. Cory White
​​
5/01/2020
​​
975
​​
$46.31
​​
$45,152
​
(4)
The value was computed as described in footnote 1 above and was based on the following:
​
Name
​​
Exercise
Date
​​
Number of
Options
Exercised
​​
Market Price
at Exercise
​​
Exercise
Price
​
​
Daniel V. Ginnetti
​​
2/3/2020
​​
6,000
​​
$62.65
​​
$51.55
​
48  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGEIN-CONTROL

IN CONTROL

The Board of Directors adopted a plan for executive severance, including but not limited to following a change in control, which went into effect on September 1, 2016.2016 and was amended effective January 1, 2020. For further discussion of the executive severance plan, see “Executive Severance and Change in Control Plan” in the “Compensation Discussion and Analysis” section above.

Additionally, the Company’s long-term incentive plans and award agreements provide for the following treatment of awards:

Upon a change in control, stock options and time-based RSU awards that were granted in 2018 or later will vest in full and performance-based RSU or PSU awards will vest at target level and any restrictions on shares underlying the awards shall lapse.

lapse if the employee terminates involuntarily and for good reason within 24 months of the change in control. Awards granted before 2018 do not require a termination of employment in order to vest upon change in control, however, this single trigger provision was eliminated beginning with the 2018 awards and does not apply to any of the grants awarded

to the CEO or to seven of the eight executive team members. The awards that continue to vest with the single trigger provision will complete vesting by the end of 2022 and include only the fifth tranche of the 2016 awards and the fourth and fifth tranches of the 2017 awards.
Upon a termination of employment due to death or disability, stock options and time-based RSU awards will vest in full and performance-based RSU awards will vest at target level, without regard to satisfaction of performance targets. In the case of stock options, the vested portion of the option will expire upon the earlier of (i) the first anniversary of the executive’s death or (ii) the option’s expiration date.

For terminations of employment other than by reason of death or disability, any unvested portion of an award shall lapse and be canceled as of the executive’s termination date. In the case of stock options, the vested portion of the option will expire upon the earlier of (i) 90 days after the executive’s termination date or (ii) the option’s expiration date.

Payments upon a Termination Following a Change in Control

 Name

  Severance(1)   Pro-Rated
Annual
Incentive(2)		   Stock
Options(3)		   RSUs(4)   Continued
Welfare and
Other Benefits(5)		   Total 

 

Charles A. Alutto

  

 

$

 

6,000,000

 

 

  

 

$

 

241,800

 

 

  

 

 

 

–

 

 

  

 

$

 

2,282,301

 

 

  

 

$

 

64,100

 

 

  

 

$

 

8,588,201

 

 

 

Cindy J. Miller

  

 

 

 

1,250,000

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

 

 

409,423

 

 

  

 

 

 

64,100

 

 

  

 

 

 

1,723,523

 

 

 

Daniel V. Ginnetti

  

 

 

 

1,925,000

 

 

  

 

 

 

99,743

 

 

  

 

 

 

–

 

 

  

 

 

 

859,170

 

 

  

 

 

 

64,100

 

 

  

 

 

 

2,948,013

 

 

 

Kurt M. Rogers

  

 

 

 

1,280,000

 

 

  

 

 

 

58,032

 

 

  

 

 

 

–

 

 

  

 

 

 

394,858

 

 

  

 

 

 

64,100

 

 

  

 

 

 

1,796,990

 

 

 

Ruth-Ellen Abdulmassih

  

 

 

 

1,221,000

 

 

  

 

 

 

58,153

 

 

  

 

 

 

–

 

 

  

 

 

 

416,211

 

 

  

 

 

 

64,100

 

 

  

 

 

 

1,759,464

 

 

​
Name
​​
Severance(1)
($)
​​
Annual
Incentive(2)
($)
​​
Stock
Options(3)
($)
​​
RSUs/
PSUs(4)
($)
​​
Continued
Welfare and
Other Benefits(5)
($)
​​
Total
($)
​
​
Cindy J. Miller
​​
6,323,853
​​
1,821,798
​​
1,472,533
​​
7,497,069
​​
25,000
​​
17,140,253
​
​
Janet H. Zelenka
​​
2,316,828
​​
846,529
​​
365,190
​​
2,816,254
​​
52,771
​​
6,397,572
​
​
Daniel V. Ginnetti
​​
2,012,500
​​
684,394
​​
466,001
​​
2,656,171
​​
53,794
​​
5,872,860
​
​
Kurt M. Rogers
​​
1,527,870
​​
418,865
​​
—
​​
1,903,247
​​
53,794
​​
3,903,776
​
​
S. Cory White
​​
1,418,212
​​
419,137
​​
83,317
​​
1,407,330
​​
52,771
​​
3,380,767
​
Payments upon a Termination other than for Cause, Disability or Death (Without a Change in Control)

 Name

  Severance(6)   Pro-Rated
Annual
Incentive(2)		   Stock
Options		   RSUs   Continued
Welfare and
Other Benefits(5)		   Total 

 

Charles A. Alutto

  

 

$

 

4,000,000

 

 

  

 

$

 

241,800

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

$

 

64,100

 

 

  

 

$

 

4,305,900

 

 

 

Cindy J. Miller

  

 

 

 

625,000

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

 

 

64,100

 

 

  

 

 

 

689,100

 

 

 

Daniel V. Ginnetti

  

 

 

 

962,500

 

 

  

 

 

 

99,743

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

 

 

64,100

 

 

  

 

 

 

1,126,343

 

 

 

Kurt M. Rogers

  

 

 

 

640,000

 

 

  

 

 

 

58,032

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

 

 

64,100

 

 

  

 

 

 

762,132

 

 

 

Ruth-Ellen Abdulmassih

  

 

 

 

610,500

 

 

  

 

 

 

58,153

 

 

  

 

 

 

–

 

 

  

 

 

 

–

 

 

  

 

 

 

64,100

 

 

  

 

 

 

732,753

 

 

​
Name
​​
Severance(6)
($)
​​
Annual
Incentive(2)
($)
​​
Stock
Options
($)
​​
RSUs/
PSUs
($)
​​
Continued
Welfare and
Other Benefits(5)
($)
​​
Total
($)
​
​
Cindy J. Miller
​​
4,215,902
​​
1,821,798
​​
—
​​
—
​​
25,000
​​
6,062,700
​
​
Janet H. Zelenka
​​
1,158,414
​​
846,529
​​
—
​​
—
​​
52,771
​​
2,057,714
​
​
Daniel V. Ginnetti
​​
1,006,250
​​
684,394
​​
—
​​
—
​​
53,794
​​
1,744,438
​
​
Kurt M. Rogers
​​
763,935
​​
418,865
​​
—
​​
—
​​
53,794
​​
1,236,594
​
​
S. Cory White
​​
709,106
​​
419,137
​​
—
​​
—
​​
52,771
​​
1,181,014
​
(1)

In accordance with the Executive Severance andChange-in-Control Change in Control Plan (the “Executive Severance Plan”), amounts in this column represent severance payments equal to three times for Mr. AluttoMs. Miller and two times for the other named executive officers the sum of the executive officer’s base salary and target annual incentive

incentive.

(2)

In accordance with the Executive Severance Plan, the executive will receive a prorated annual incentive for the year in which the termination occurs, calculated based on actual performance during the year.

Stericycle, Inc. - 2021 Proxy Statement  49

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(3)

Stock options will vest in full (i) for stock options held by Mr. Ginnetti that were granted prior to 2018, upon (i) a change in control regardless of a terminationtermination; (ii) for the stock options held by Mr. Ginnetti that were granted during or (ii)after 2018, and for all stock options held by the other NEOs, if the NEO’s employment is terminated involuntarily or he or she terminates employment for good reason within 24 months of a change in control; or (iii) upon death. The value shown for stock options is zero given that allwas determined by multiplying the number of unvested option shares that would vest following a change in control or death were granted at an option price higher thanstock options by the difference between the closing stock price of $36.69$69.33 per share on December 31, 2018.

2020 and the exercise price of the unvested stock options.

(4)

Time-based RSUs will vest in full and performance-based RSUs will vest at target level (i) for RSUs and PSUs held by Mr. Ginnetti that were granted prior to 2018, upon (i) a change in control regardless of a terminationtermination; (ii) for RSUs and PSUs held by Mr. Ginnetti that were granted during or (ii)after 2018, and for all RSUs and PSUs held by the other NEOs, if the NEO’s employment is terminated involuntarily or he or she terminates employment for good reason within 24 months of a change in control; or (iii) upon death. The value shown for RSUs was determined by multiplying the closing stock price of $36.69$69.33 per share on December 31, 20182020 by the number of unvested time-basedRSUs and performance-based RSUsPSUs that would vest upon a change in control or death.

the triggering event.

(5)

In accordance with the Executive Severance Plan, amounts in this column represent $25,000 in outplacement services plus approximately $39,100the amount that would be paid by the company for the continuation of medical, dental, and lifevision insurance for a period of 24 months.

18 months should the named executive officer elect COBRA coverage for these benefits based on their benefit elections in place on December 31, 2020.

(6)

In accordance with the Executive Severance Plan, amounts in this column represent severance payments equal to two times for Mr. AluttoMs. Miller and one time for the other named executive officers the sum of the executive officer’s base salary and target annual incentive. We paid Mr. Arnold $1,009,005 with respect to his separation in 2018. We did not make any payments to Ms. Frank pursuant to the Executive Severance Plan, in connection with her resignation in 2018.

Stericycle, Inc. - 2019 Proxy Statement51

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE

50  IN-CONTROL

Nonqualified Deferred Compensation

On February 28, 2019, in connection with Mr. Alutto’s May 2, 2019 retirement and resignation from his position as Chief Executive Officer and a member of the Board, respectively, the Company entered into a transition agreement with Mr. Alutto (the “Agreement”). Pursuant to the Agreement, Mr. Alutto will receive, in addition to any accrued obligations: (i) continued payment of his current base salary through the date of his retirement; (ii) cash separation pay, payable in accordance with the Company’s Executive Severance and Change in Control Plan, equal to two times the sum of his base salary and target annual incentive for 2019; and(iii) pro-rataStericycle, Inc. payment, through the date of his retirement, of his 2019 annual cash incentive, based on actual Company performance, payable in the first quarter of 2020. To ensure a smooth transition, Mr. Alutto will provide consulting services to the Company from the retirement date until July 31, 2019 (the “Consulting Period”), for which the Company will pay him $50,000 per month. In addition, pursuant to the Agreement, Mr. Alutto will continue to vest, pro rata on a monthly basis during the Consulting Period, with respect to outstanding time-based RSUs and stock options, and with respect to outstanding performance-based RSUs, based on actual Company performance. Pursuant to the Agreement, the period for Mr. Alutto to exercise outstanding vested stock options is extended to May 2, 2020.

- 2021 Proxy Statement

Nonqualified Deferred Compensation

TABLE OF CONTENTS

NON-QUALIFIED DEFERRED COMPENSATION
Our Board of Directors adopted the Stericycle, Inc. Supplemental Retirement Plan (the “Plan”) effective for deferrals of compensation on and after April 1, 2017. The Plan applies to directors, management and highly compensated employees of Stericycle, or an applicable Company subsidiary. The Plan is unfunded and designed to be a nonqualifiednon-qualified deferred compensation plan in compliance with Section 409A of the Internal Revenue Code.

Code of 1986, as amended.

Under the Plan, a bookkeeping account will be created for each participant. Each year, we will credit a participant’s account with the designated portion of the participant’s compensation that the participant elected to defer for that year (the “Elective Deferral Contributions”) and may credit the participant’s account with a discretionary amount declared by us for that year (the “Company Discretionary Contributions”). Participants may defer up to 80% of salary, bonus and commissions. Earnings on the credited amounts will be based on the performance of various investment funds available under the Plan (and as directed by the participant). Participants may change investment choices daily.

The Plan permits participants to elect to receive distributions, which generally become payable upon a termination of employment or a specified date prior to termination of employment, in either a lump sum or in installments over a period of up to fifteen years. All distributions from the Plan are in cash. The participant will always be fully vested in that portion of the participant’s account attributable to the Elective Deferral Contributions, and will be vested in Company Discretionary Contributions, if any, five years from the date the first Company Discretionary Contribution is credited to the participant’s account subject to the participant’s continued service. Vesting will be accelerated upon a participant’s termination of service due to death or disability or a change in control while the participant is still in service.

The unvested portion of a participant’s account will generally be forfeited upon termination of employment. A participant’s vested interests under the Plan will be forfeited upon a termination of employment for Cause.

The following table summarizes information with respect to the participation

None of the named executive officers elected to participate in the Stericycle, Inc. Supplemental Retirement Plan forin 2020 or prior years, nor are any of them currently a participant in the fiscal year ended December 31, 2018.

 Name

  Executive
Contributions in
FY 2018 ($)(1)		   Stericycle
Contributions in
FY 2018 ($)		   Aggregate
Earnings in
FY 2018 ($)(2)		  Aggregate
Withdrawals/
Distributions in
FY 2018 ($)		   Aggregate
Balance at
12/31/18 ($)(3)		 

 

Charles A. Alutto

  

 

 

 

10,000

 

 

  

 

 

 

—

 

 

  

 

 

 

(1,358

 

) 

 

 

 

 

—

 

 

  

 

 

 

16,499

 

 

 

Cindy J. Miller

  

 

 

 

—

 

 

  

 

 

 

—

 

 

  

 

 

 

—

 

 

 

 

 

 

—

 

 

  

 

 

 

—

 

 

 

Daniel V. Ginnetti

  

 

 

 

—

 

 

  

 

 

 

—

 

 

  

 

 

 

—

 

 

 

 

 

 

—

 

 

  

 

 

 

—

 

 

 

Kurt M. Rogers

  

 

 

 

—

 

 

  

 

 

 

—

 

 

  

 

 

 

—

 

 

 

 

 

 

—

 

 

  

 

 

 

—

 

 

 

Ruth-Ellen Abdulmassih

  

 

 

 

—

 

 

  

 

 

 

—

 

 

  

 

 

 

—

 

 

 

 

 

 

—

 

 

  

 

 

 

—

 

 

 

Joseph B. Arnold

  

 

 

 

—

 

 

  

 

 

 

—

 

 

  

 

 

 

—

 

 

 

 

 

 

—

 

 

  

 

 

 

—

 

 

 

Brenda R. Frank

  

 

 

 

—

 

 

  

 

 

 

—

 

 

  

 

 

 

—

 

 

 

 

 

 

—

 

 

  

 

 

 

—

 

 

(1)

The amount reported in this column is reported as “Salary” in the Summary Compensation Table for the fiscal year ended December 31, 2018.

52Stericycle, Inc. - 2019 Proxy Statement
Plan.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGEIN-CONTROL

Nonqualified Deferred Compensation

(2)

The amount reported in this column was not reported in the Summary Compensation Table as part of an individual’s compensation for the fiscal year ended December 31, 2018.

(3)

$7,308 was previously reported as compensation in the Summary Compensation Table in previous years.

In fiscal year 2018, the investment options available under the Supplemental Retirement Plan and their respective notional rates of return were as follows:

Deemed Investment Option

Fiscal

Year 2018
Cumulative
Return

American Balanced Fund

-2.42%

American Capital Income Builder

-6.74%

American Capital World Bond Fund

-1.11%

American Century Inflation Adjusted Bond Fund

-2.27%

American Growth Fund of America

-2.60%

American New Economy Fund

-3.92%

Blackrock High Yield Bond Fund

-2.76%

Columbia Midcap Index Fund

-11.35%

Columbia Quality Income Fund

1.95%

Columbia Small Cap Index Fund

-8.72%

Deutsche Real Estate Securities Fund

-3.08%

Eaton Vance Atlanta CapitalSMID-Cap Fund

-5.35%

Franklin Small Cap Growth Fund

-2.33%

Franklin Small Cap Value Fund

-12.30%

Invesco Comstock Fund

-11.88%

Invesco Equally Weighted S&P 500 Fund

-7.78%

Lazard International Strategic Equity Portfolio

-10.35%

Loomis Sayles Core Plus Bond Fund

-0.52%

Lord Abbett Income Fund

-2.41%

MFS International Value Fund

-8.89%

MFS Massachusetts Investors Growth Stock Fund

1.10%

MFS Mid Cap Value Fund

-11.31%

Oppenheimer Global Opportunities Fund

-17.91%

Oppenheimer International Growth Fund

-19.22%

Retirement Reserves Money Fund

1.07%

Van Eck CM Commodity Index Fund

-11.13%

Virtus Vontobel Emerging Markets Opportunities Fund

-14.27%

Stericycle, Inc. - 2019 Proxy Statement53

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGEIN-CONTROL

Nonqualified Deferred Compensation

CEO Pay Ratio for 2018

PAY RATIO FOR 2020

We are required to disclose (i) the median of the annual total compensation of our employees (other than our CEO), (ii) the annual total compensation of our CEO, and (iii) the corresponding pay ratio.

We believe our pay ratio is a reasonable estimate, calculated in compliance with the requirements set forth in Item 402(u) of RegulationS-K. Under the pay ratio rule, a company is required to identify its median employee only once every three years so long as during the last completed fiscal year there has been no change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure. During 2020, we did not experience any changes in our employee population or employee compensation arrangements that we reasonably believed would result in a significant change to our pay ratio disclosure, and therefore we used the median employee identified for purposes of the 2019 pay ratio calculation. Further, because we did not experience any changes in our employee population or employee compensation arrangements during 2020 that we reasonably believe would result in a significant change to our pay ratio disclosure, we believe it is reasonable to continue to use the same median employee for purposes of calculating the pay ratio disclosure in this proxy statement.
We identified the median employee using our employee population as of December 1, 2017. The employee remained employed with Stericycle through December 31, 2018,2019, and so we have used the same employee in our calculations for 2018. We are a global company with complex operations. As of our initial measurement date of December 1, 2017, we had 23,200 employees in over 21 countries. We have extremely small employee populations in some of these locations, which in the aggregate make up less than 5% of our total workforce. As a result, we excluded employee populations incertain employees utilizing the following locations when identifyingde minimis exception permitted by the median employee at the end of 2017:

•  Australia—61 employees

•  Japan—100 employees

•  Austria—1 employee

•  Netherlands—35 employees

•  Belgium—18 employees

•  South Korea—316 employees

•  France—91 employees

•  Singapore—17 employees

•  Germany—110 employees

•  South Africa—64 employees

•  Ireland—135 employees

•  United Arab Emirates—24 employees

We used apay ratio rule. The consistently applied compensation measure across this employee populationthat we used to identify the median employee. For our consistently applied compensation measure, we usedemployee from that population was base salary paid during 2017. The majority of our employees receive base salary (paid on an hourly, weekly, biweekly or monthly basis) and do not participate in any variable incentive plans. Consequently, base salary provides an accurate depiction of total earnings for the purpose of identifying our median employee. We then2019.

For 2020, we calculated the median employee’s annual total compensation in the same manner as the CEO in the Summary Compensation Table (“SCT”), except that for both the median employee compensation and CEO compensation we included $14,333.12 related to the Company’s portion of health care insurance premiums and company contributionspremiums. For the CEO, this amount was zero in 2020 because she declined to HSA accounts.

participate in medical coverage provided by the company. For 2020, the total compensation for our CEO, Ms. Miller, was $5,574,228 as reported in the SCT.

Our median employee compensation was $59,310.61.$53,630. Our CEO compensation for CEO pay ratio purposes was $4,133,953.12.$5,574,228. Accordingly, our CEO to median employee pay ratio is 70:104:1.
Stericycle, Inc. - 2021 Proxy Statement  51

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54Stericycle, Inc. - 2019 Proxy Statement

ITEM 3 Approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan
Introduction
On April 2, 2021, our Board, at the recommendation of the Compensation Committee, approved the Stericycle, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”), subject to approval by our stockholders at the Annual Meeting. The 2021 Plan will become effective on the date it is approved by our stockholders and will replace our 2011 Incentive Stock Plan (the “2011 Plan”), our 2014 Incentive Stock Plan (the “2014 Plan”) and our 2017 Long-Term Incentive Plan (the “2017 Plan” and, together with the 2011 Plan and the 2014 Plan, the “Prior Plans”). We do not grant any equity awards under any plan other than the Prior Plans.
After the 2021 Plan becomes effective upon approval by our stockholders, no new awards will be made under the Prior Plans. The number of shares of our common stock that may be the subject of awards and issued under the 2021 Plan is 2,500,000, plus any shares of common stock remaining available for future grants under the Prior Plans on the effective date of the 2021 Plan. In addition, any shares of common stock subject to an award under the 2021 Plan, or to an award under the Prior Plans, our 2008 Incentive Stock Plan (the “2008 Plan”) or our 2005 Incentive Stock Plan (the “2005 Plan” and, together with the Prior Plans and the 2008 Plan, the “Earlier Plans”) as of the date the 2021 Plan becomes effective (the
“Earlier Plan Awards”) that subsequently expire, are cancelled or forfeited or are settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for awards under the 2021 Plan. Until such time, however, awards under the Earlier Plans that are outstanding on the date the 2021 Plan becomes effective will continue to be subject to the terms of the Earlier Plans.
As of March 21, 2021, 2,481,648 shares in the aggregate were available for future awards under the Prior Plans. Any shares remaining available for future awards under the Prior Plans as of the effective date of the 2021 Plan will be carried over into the 2021 Plan.
Our Board of Directors recommends that our stockholders vote for the 2021 Plan because it includes a number of features that we believe are consistent with the interests of our stockholders and sound corporate governance practices. The 2021 Plan also will provide us with a share reserve that will enable us to continue to provide a competitive mix of compensation to our key employees. If the 2021 Plan is not approved by our stockholders, the Prior Plans will remain in effect and we will remain subject to their existing share reserve.
Key Compensation Practices
The 2021 Plan includes a number of features that we believe are consistent with the interests of our stockholders and sound corporate governance practices, including the following:
No repricing of underwater options or stock appreciation rights without stockholder approval. The 2021 Plan prohibits, without stockholder approval, actions to reprice, replace, or repurchase options or stock appreciation rights (“SARs”) when the exercise price per share of an option or SAR exceeds the fair market value of the underlying shares.
No discounted option or SAR grants. The 2021 Plan requires that the exercise price of options or SARs be at least equal to the fair market value of our common stock on the date of grant (except in the limited case of “substitute awards” as described below).
No liberal share recycling. We may not add back to the 2021 Plan’s share reserve any shares that are delivered or withheld to pay the exercise price of an option award or to satisfy a tax withholding obligation in connection with any awards, shares that we repurchase using option exercise proceeds and shares subject to a SAR award that are not issued in connection with the stock settlement of that award upon its exercise.
No liberal definition of “change in control.” No change in control would be triggered by stockholder approval of a business
combination transaction, the announcement or commencement of a tender offer or any Board assessment that a change in control may be imminent.
Minimum vesting or performance period for all awards. A minimum vesting or performance period of one year is prescribed for all awards, subject to limited exceptions.
“Double trigger” acceleration of equity awards upon a change in control. The 2021 Plan provides for vesting of time-based equity awards or performance-based equity awards based on both (1) the occurrence of a change in control and (2) an accompanying involuntary termination of service without cause or, if so provided in an award agreement, a termination for good reason, within 24 months after the change in control (other than in the event awards are not continued, assumed, or replaced in connection with a corporate transaction, in which case they will accelerate upon the change in control, or in the event the award agreement provides otherwise).
Limits on dividends and dividend equivalents. The 2021 Plan prohibits the payment of dividend equivalents on stock options and SARs, and requires that any dividends and dividend equivalents payable or credited on unvested awards other than options and SARs (“full value awards”) must be subject to the same restrictions and risk of forfeiture as the underlying shares or share equivalents.
52  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

Factors Considered in Setting Size of Requested Share Reserve
As of the record date (March 31, 2021), there were 91,758,748 shares of our common stock issued and outstanding. The closing sale price of a share of our common stock on that date was $67.51.
In setting the proposed number of shares reserved and issuable under the 2021 Plan, the Compensation Committee and Board considered a number of factors as described below.
Awards Outstanding and Shares Available for Grant
The table below shows, as of March 21, 2021, the shares reserved for issuance of outstanding awards and available for future grant under the Earlier Plans. The table also shows the number of shares that will be available for future grants under each equity compensation plan following approval of the 2021 Plan by our stockholders.
​
 
​​
As of March 21, 2021
​​
After Approval of 2021 Plan
​
​
 
​​
Shares Reserved for Issuance
of Outstanding Awards(1)
​​
Shares Available for
Future Awards
​​
Shares Reserved for
Issuance of Outstanding
Awards(2)
​​
Shares Available for
Future Awards
​
​
2005 Plan(3)
​​
178,907
​​
0
​​
178,907
​​
0
​
​
2008 Plan(3)
​​
584,942
​​
0
​​
584,942
​​
0
​
​
2011 Plan(3)
​​
1,561,856
​​
372,137
​​
1,561,856
​​
0
​
​
2014 Plan(3)
​​
797,846
​​
1,292,697
​​
797,846
​​
0
​
​
2017 Plan(3)
​​
333,341
​​
816,814
​​
333,341
​​
0
​
​
2021 Plan
​​
0
​​
0
​​
0
​​
—(4)
​
​
Total
​​
3,456,892
​​
2,481,648
​​
3,456,892
​​
—(4)
​
   (1)
Shares reserved for issuance of outstanding awards at March 21, 2021 consisted of the following:
​
 
​​
Types of Awards
​​
 
​​
 
​
​
 
​​
Options/SARs
​​
Full Value Awards
​​
Weighted Average
Exercise Price of
Option/SARs
​​
Weighted Average
Term to Expiration
​
​
2005 Plan3
​​
178,907
​​
0
​​
$87.41
​​
0.81
​
​
2008 Plan3
​​
584,942
​​
0
​​
$98.08
​​
1.97
​
​
2011 Plan3
​​
1,208,516
​​
353,340
​​
$103.64
​​
2.06
​
​
2014 Plan3
​​
531,905
​​
265,941
​​
$87.39
​​
3.72
​
​
2017 Plan3
​​
11,014
​​
322,327
​​
$52.12
​​
5.64
​
   (2)
The amounts in this column assume no changes between March 21, 2021 and the date of stockholder approval of the 2021 Plan in the number of outstanding awards under the Earlier Plans.
   (3)
No further equity awards may be granted under the 2005 Plan or the 2008 Plan or, following stockholder approval of the 2021 Plan, under the Prior Plans; however, any Earlier Plan Awards that subsequently expire, are cancelled or forfeited or are settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, become available for awards under the 2021 Plan.
   (4)
The 2021 Plan authorizes 2,500,000 shares for awards, together with those shares of common stock remaining available for future grants under the Prior Plans on the date the 2021 Plan is approved by our stockholders.
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Historical Equity Granting Practices
The Committee also considered the burn rate with respect to the equity awards. Our three-year average burn rate was approximately 1.22% for fiscal years 2018 through 2020. Burn rate is calculated as the total number of shares subject to awards granted to participants in a single year expressed as a percent of our basic weighted average common shares outstanding for that year. We believe our historical burn rate is reasonable for a company of our size in our industry.
​
 
​​
2018-2020 Equity Grants
​​
 
​
​
 
​​
Stock Options Granted
​​
RSUs Granted
​​
PSUs (Vested)
​​
Weighted Average CSO
(Common Shares
Outstanding)
​
​
2018
​​
430,337
​​
312,254
​​
0
​​
87,100,000
​
​
2019
​​
340,652
​​
266,033
​​
65,095
​​
91,000,000
​
​
2020
​​
0
​​
574,712
​​
38,885
​​
91,500,000
​
Estimated Duration of Shares Available
As of March 21, 2021, 2,481,648 total shares remained available for grant under the Company’s equity plans. The Board currently believes that the total shares remaining available under current plans together with the proposed increase of 2,500,000 shares under the 2021 Plan should result in an adequate number of shares of Common Stock for future awards for approximately five years.
Expectations regarding future share usage under the 2021 Plan are based on a number of assumptions and there are a number of factors that could impact the Company’s future equity share usage. Among the factors that will impact the Company’s share usage are: changes in the number of eligible recipients, the rate of future compensation increases/changes in market grant values, the rate at which shares are returned to the 2021 Plan reserve through forfeitures, cancellations and the like, the level at which performance-based awards pay out, changes in the structure of the Company’s long-term incentive programs, and our future stock price performance. While the Compensation Committee believes that the assumptions utilized are reasonable, future share usage will differ to the extent that actual events differ from our assumptions.
Expected Dilution
After the March 2021 grant of annual equity awards, and as of March 21, 2021, there were 2,481,648 shares available for issuance under the Prior Plans. Assuming the approval of the 2021 Plan, the potential equity overhang from all stock incentives granted and available to employees and directors would be approximately 6.1%.
In considering the cumulative dilutive impact of the equity program, the Compensation Committee considered the overhang impact of previously issued awards. “Overhang” is defined as:
outstanding stock options, plus
outstanding full value awards, such as RSUs, plus
the number of shares available for future grants under current plans and the proposed 2021 Plan;
collectively divided by:
the estimated total outstanding shares of common stock as of March 21, 2021, plus
all shares in the numerator.
As of December 31, 2020, there were 3,499,745 shares outstanding under the company’s stock incentive plans (of which 639,277 are subject to awards of stock units, and 2,860,468 are subject to awards of stock options). As of December 31, 2020, the weighted average exercise price of outstanding stock options was $96.00 and the weighted average remaining term of outstanding stock options was 2.5 years.
As of March 21, 2021 and inclusive of the March 2021 grant, there was a balance of approximately 2,481,648 shares available for issuance under the Prior Plans pursuant to future awards, and there were approximately 3,456,892 shares that could be issued pursuant to outstanding awards under the Earlier Plans (of which 941,608 were full value shares and 2,515,284 were stock options). The estimated total common shares outstanding as of March 21, 2021 was 91,758,748. As of March 21, 2021, the weighted average exercise price of outstanding stock options and the weighted average remaining term of outstanding stock options are estimated at approximately $97.53 and 2.32 years.
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Summary of Principal Terms
The major features of the 2021 Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the 2021 Plan, which is attached to this proxy statement as Appendix B.
Eligible Participants
Employees, consultants, and advisors of the Company or its affiliates, as well as non-employee directors of the Company, will be eligible to receive awards under the 2021 Plan. As of March 31,
2021, there were approximately 320 employees of the Company and its affiliates and 11 non-employee directors of the Company who would be eligible to receive awards under the 2021 Plan.
Administration
The 2021 Plan will be administered by the Compensation Committee. To the extent not inconsistent with applicable law or stock exchange rules, the Compensation Committee may delegate its authority under the 2021 Plan to any one or more of its members, or, with respect to awards to participants who are not themselves our directors or executive officers, to one or more of our directors or executive officers or to a committee of the Board comprised of one or more directors. The Compensation Committee may also delegate non-discretionary administrative duties to other persons as it deems advisable. The full Board of Directors will perform the duties and have the responsibilities of the Committee with respect to awards under the 2021 Plan that are made to our non-employee directors.
The Compensation Committee has the authority to determine the persons to whom awards will be granted, the timing of awards, the type and number of shares covered by each award, the terms, conditions, performance criteria, and restrictions of the awards as well as the manner in which awards are paid and settled. The Compensation Committee may also establish, rescind, and modify rules to administer the 2021 Plan, adopt subplans or special provisions applicable to certain awards, interpret the 2021 Plan, any award and any related award agreement, reconcile any inconsistency, correct any defect or supply an omission in the 2021 Plan and any related award agreement, cancel or suspend an award, determine in what circumstances an award shall be forfeited, accelerate the vesting (subject to certain minimum vesting
provisions) or extend the exercise period of an award (whether by amendment or other action), grant substitute awards in accordance with the 2021 Plan, and require or permit the deferral of the settlement of an award.
Except in connection with equity restructurings and other situations in which share adjustments are specifically authorized, the 2021 Plan prohibits the Compensation Committee from repricing any outstanding option or SAR awards without the prior approval of our stockholders. For these purposes, a “repricing” includes amending the terms of an option or SAR award to lower the exercise price, canceling an option or SAR award in conjunction with granting a replacement option or SAR award with a lower exercise price, canceling an option or SAR award in exchange for cash, other property or grant of a new full value award at a time when the per share exercise price of the option or SAR award is greater than the fair market value of a share of our common stock, or otherwise making an option or SAR award subject to any action that would be treated under accounting rules as a “repricing.”
Subject to certain limitations set forth in the 2021 Plan, the Compensation Committee may also modify the terms of awards under the 2021 Plan with respect to participants who reside outside of the United States or who are employed by a non-United States subsidiary of the Company in order to comply with local legal or regulatory requirements.
Available Shares and Limitations on Awards
A maximum of 2,500,000 shares of our common stock may be the subject of awards and issued under the 2021 Plan, plus any shares of common stock remaining available for future grants under the Prior Plans on the effective date of the 2021 Plan. The shares of common stock issuable under the 2021 Plan may come from authorized and unissued shares or treasury shares. Full value awards, options, and SARs granted under the 2021 Plan will count as one share against the 2021 Plan’s authorized share reserve.
The aggregate grant date fair value of all awards granted under the 2021 Plan during any calendar year to any non-employee director (excluding any awards granted at the election of a non-employee director in lieu of all or any portion of retainers or fees otherwise payable to non-employee directors in cash) with respect to such individual’s service as a non-employee director shall not exceed $750,000.
In addition, any shares of common stock subject to an award under the 2021 Plan, or to an Earlier Plan Award, that subsequently expire, are cancelled or forfeited or are settled for cash will, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for awards under the 2021 Plan. Any shares tendered or withheld to pay the exercise price or satisfy a tax withholding obligation in connection with any award, any shares repurchased by the Company using option exercise proceeds, and any shares subject to a SAR award that are not issued in connection with the stock settlement of that award upon its exercise shall not become available for future awards or replenish the 2021 Plan share reserve.
Any shares of common stock issuable during the term of the 2021 Plan as a result of the reinvestment of dividends or the deemed
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reinvestment of dividend equivalents in connection with an award under the 2021 Plan or the Earlier Plans that are forfeited also will automatically replenish the 2021 Plan share reserve to the extent of such forfeiture.
Awards granted or shares of our common stock issued under the 2021 Plan upon the assumption of, or in substitution or exchange for, outstanding equity awards previously granted by an entity acquired by us or any of our affiliates or with which we or any of our affiliates combines (referred to as “substitute awards”) will not reduce the share reserve under the 2021 Plan and will not reduce the shares authorized for grant to a participant in any calendar year.
Additionally, if a company acquired by us or any of our subsidiaries or with which we or any of our subsidiaries combines has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of that pre-existing plan may be used for awards under the 2021 Plan and shall supplement the share reserve under the 2021 Plan, but only if the awards are made to individuals who were not employed by, or serving as a non-employee director of, us or any of our subsidiaries prior to such acquisition or combination.
Share Adjustment Provisions
If certain transactions with our stockholders occur that cause the per share value of our common stock to change, such as stock splits, spin-offs, stock dividends, rights offerings or certain recapitalizations (referred to as “equity restructurings”), the Compensation Committee will make such adjustments as it deems equitable and appropriate to: (i) the aggregate number and kind of shares or other securities issued or reserved for issuance under the 2021 Plan, (ii) the number and kind of shares or other securities subject to outstanding awards, (iii) the exercise price of outstanding
options and SARs, and (iv) award limitations prescribed by the 2021 Plan. Other types of transactions may also affect our common stock, such as reorganizations, mergers, consolidations or liquidations. If there is such a transaction and the Compensation Committee determines that adjustments of the type previously described in connection with equity restructurings would be appropriate to prevent any dilution or enlargement of benefits under the 2021 Plan, the Compensation Committee will make such adjustments as it may deem equitable.
Types of Awards
The 2021 Plan permits us to award stock options, SARs, restricted stock awards, stock unit awards, and other stock-based awards to eligible recipients. These types of awards are described in more detail below.
Options. Employees of our company or any subsidiary may be granted options to purchase common stock that qualify as “incentive stock options” within the meaning of Section 422 of the Code, and any eligible recipient may be granted options to purchase common stock that do not qualify as incentive stock options, referred to as “non-qualified stock options.” The per share exercise price to be paid by a participant at the time an option is exercised may not be less than 100% of the fair market value of one share of our common stock on the date of grant, unless the option is granted as a substitute award as described earlier, and except that the exercise price of an incentive stock option granted to any employee who owns more than 10% of the voting power of all classes of stock in our company or a subsidiary shall not be less than 110% of the fair market value of one share of our common stock on the date of grant. “Fair market value” under the 2021 Plan as of any date means the closing sale price of a share of our common stock on the Nasdaq Global Select Market on that date. As of March 31, 2021, the closing sale price of a share of our common stock on the Nasdaq Global Select Market was $67.51.
The total purchase price of the shares to be purchased upon exercise of an option will be paid by the participant in cash unless the Compensation Committee allows exercise payments to be made, in whole or in part, (i) by means of a broker-assisted sale and remittance program, (ii) by delivery to us (or attestation as to ownership) of shares of common stock already owned by the participant, or (iii) by a “net exercise” of the option in which a portion
of the shares otherwise issuable upon exercise of the option are withheld by us. Any shares delivered or withheld in payment of an exercise price will be valued at their fair market value on the exercise date.
An option will vest and become exercisable at such time, in such installments and subject to such conditions as may be determined by the Compensation Committee, and no option may have a term greater than 10 years from its date of grant, provided that the term of an incentive stock option granted to any employee who owns more than 10% of the voting power of all classes of stock in our company or a subsidiary shall not be more than 5 years. No dividends or dividend equivalents may be paid or credited with respect to shares subject to an option award.
The aggregate fair market value of shares of our common stock with respect to which incentive stock options granted to any participant may first become exercisable during any calendar year may not exceed $100,000. Any incentive stock options that become exercisable in excess of this amount will be treated as non-qualified stock options. The maximum number of shares that may be issued upon the exercise of incentive stock option awards under the 2021 Plan is equal to the size of the 2021 Plan’s share reserve as described above.
Stock Appreciation Rights. A SAR award provides the right to receive a payment from us equal to the difference between (i) the fair market value as of the date of exercise of the number of shares of our common stock as to which the SAR is being exercised, and (ii) the aggregate exercise price of that number of shares. The Compensation Committee determines whether payment will be made in shares of our common stock, cash or a combination of both. The exercise price per share of a SAR award will be determined by the Compensation Committee, but may not be less than 100% of the fair market value of one share of our common stock on the date of
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grant, unless the SAR is granted as a substitute award as described earlier. No dividends or dividend equivalents may be paid or credited with respect to shares subject to a SAR award. A SAR award may not have a term greater than 10 years from its date of grant and will be subject to such other terms and conditions, consistent with the terms of the 2021 Plan, as may be determined by the Compensation Committee.
Restricted Stock Awards. A restricted stock award is an award of our common stock that vests at such times and in such installments as may be determined by the Compensation Committee. Until it vests, the shares subject to the award are subject to restrictions on transferability and the possibility of forfeiture. The Compensation Committee may impose such restrictions or conditions to the vesting of restricted stock awards as it deems appropriate, including that the participant remain continuously in our service for a certain period or that we, or any of our subsidiaries or business units, satisfy specified performance goals. Any dividends or distributions payable with respect to shares that are subject to the unvested portion of a restricted stock award will be subject to the same restrictions and risk of forfeiture as the shares to which such dividends or distributions relate. Unless otherwise provided in an award agreement, participants are entitled to vote restricted shares prior to the time they vest.
Stock Unit Awards. A stock unit award is a right to receive the fair market value of a specified number of shares of our common stock, payable in cash, shares, or a combination of both, that vests at such times, in such installments and subject to such conditions as may be determined by the Compensation Committee, including the satisfaction of specified performance goals. Until it vests, a stock unit award is subject to restrictions and the possibility of forfeiture. Following the vesting of a stock unit award, settlement of the award and payment to the participant will be made at such time as determined by the Compensation Committee. Stock unit awards will be subject to such terms and conditions, consistent with the other provisions of the 2021 Plan, as may be determined by the Compensation Committee. The Compensation Committee may provide for the payment of dividend equivalents on stock unit awards and other stock-based awards, but any such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the underlying units or other share equivalents to which such dividend equivalents relate.
Other Stock-Based Awards. The Compensation Committee may grant awards of common stock and other awards that are valued by reference to and/or payable in shares of our common stock under the 2021 Plan. The Compensation Committee has discretion in determining the terms and conditions of such awards.
Minimum Vesting Periods
Awards that vest based solely on the satisfaction of service-based vesting conditions will be subject to a vesting period of not less than one year from the date of grant, and awards whose grant or vesting is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. These minimum vesting and performance periods will not apply: (i) upon certain instances of a change in control, (ii) upon a termination of service due to death, disability or retirement, (iii) to a substitute award that does not reduce the vesting period of the award being replaced, (iv) to awards made in
payment of or exchange for other compensation already earned and payable, and (v) to outstanding, exercised and settled awards involving an aggregate number of shares not in excess of 5% of the 2021 Plan’s share reserve. For purposes of awards to non-employee directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the date of the next annual meeting of the Company’s stockholders provided that such annual meetings are at least 50 weeks apart.
Transferability of Awards
In general, no right or interest in any award under the 2021 Plan may be assigned, transferred, exchanged or encumbered by a participant, voluntarily or involuntarily, except by will or the laws of descent and distribution. However, the Compensation Committee may provide that an award (other than an incentive stock option)
may be transferable by gift to a participant’s family member or pursuant to a domestic relations order. Any permitted transferee of such an award will remain subject to all the terms and conditions of the award applicable to the participant.
Change in Control
If a change in control of the Company that involves a corporate transaction occurs, then the consequences will be as described below, unless otherwise provided in an applicable award agreement or another written agreement between the participant and the Company. If outstanding awards are continued, assumed or replaced by the surviving or successor entity in connection with a corporate transaction, and if within 24 months after the corporate transaction a participant’s employment or other service is involuntarily terminated without cause or, if so provided in an award agreement, the participant voluntarily terminates his or her employment or other service for good reason, (i) each of the participant’s outstanding options and SARs will become exercisable
in full and remain exercisable for one year, and (ii) each of the participant’s unvested full value awards will fully vest. For these purposes, the performance goals under a performance-based full value award will be deemed to have been achieved at the target level of performance.
If any outstanding award is not continued, assumed or replaced in connection with a change in control involving a corporate transaction, then (i) all outstanding options and SARs will become fully exercisable for a period of time prior to the effective time of the corporate transaction and will then terminate at the effective time of the corporate transaction, and (ii) all full value awards will fully vest
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immediately prior to the effective time of the corporate transaction, with performance-based full value awards considered fully vested at the target level of performance. Alternatively, if outstanding awards are not continued, assumed or replaced, the Committee may elect to cancel such awards in exchange for a payment with respect to each award in an amount equal to the excess, if any, between the fair market value of the shares subject to the award immediately prior to the effective date of such corporate transaction (which may be the fair market value of the consideration to be received in the corporate transaction for the same number of shares) over the aggregate exercise price (if any) for the shares subject to such award (or, if there is no excess, such award may be terminated without payment).
Unless otherwise provided in an applicable award agreement or another written agreement between the participant and the Company, if a change in control of the Company occurs that does not involve a corporate transaction, all awards will continue with their terms; provided, however, if within 24 months after the change of control, a participant is involuntarily terminated from service for reasons other than cause or, if so provided in an award agreement, voluntarily terminates his or her service for good reason, then (i) outstanding options and SARs that are not yet fully exercisable shall immediately become exercisable in full and shall remain
exercisable for one year following the participation’s termination, and (ii) each of the participant’s unvested full value awards will fully vest. For these purposes, a performance-based full value award will be considered fully vested if the performance goals are deemed to have been satisfied at the target level of performance.
For purposes of the 2021 Plan, the following terms have the meanings indicated:
A “change in control” generally refers to the acquisition by a person or group of beneficial ownership of more than 50 percent of the combined voting power of our voting securities, our continuing directors ceasing to constitute a majority of our Board, or the consummation of a corporate transaction as defined below (unless immediately following such corporate transaction all or substantially all of our previous holders of voting securities beneficially own more than 50 percent of the combined voting power of the resulting entity in substantially the same proportions).
A “corporate transaction” generally means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange, or similar transaction involving the Company.
Effect of Termination of Employment
Unless otherwise set forth in an applicable agreement, if a participant ceases to be employed by or provide other services to us and our subsidiaries, awards under the 2021 Plan will be treated as set forth in the 2021 Plan. Upon termination for cause, or upon conduct during a post-termination exercise period that would constitute cause, all unexercised option and SAR awards and all unvested portions of any other outstanding awards will be immediately forfeited without consideration. Upon termination for death or disability, all unvested portions of any outstanding awards will vest in full immediately, with any awards subject to performance goals vesting at the target level of performance. Upon a retirement, if the participant provided written notice of his or her intention to retire at least six months prior to the date of retirement, and at least six months have elapsed between the date of grant of the award and participant’s retirement date, then outstanding unvested awards will continue to vest in accordance with their applicable vesting schedules, subject to continued compliance with any restrictive covenant agreement.
Upon termination for any reason other than death, disability or retirement, all unvested and unexercisable portions of any outstanding awards will be immediately forfeited without consideration. Upon termination for any reason other than cause, death or disability, the currently vested and exercisable portions of option and SAR awards may be exercised for a period of three months after the date of termination; however, if the participant dies during such three-month period, the vested and exercisable portions of the option and SAR awards may be exercised for a period of one year after the date of such termination. Upon termination due to death or disability, the currently vested and exercisable portions of option and SAR awards may be exercised for a period of one year after the date of termination.
Effective Date and Term of the 2021 Plan
The 2021 Plan will become effective on the date it is approved by the Company’s stockholders. No awards will be made under the 2021 Plan prior to its effective date. Unless terminated earlier, the 2021 Plan will terminate on the tenth anniversary of the effective date.
Awards outstanding under the 2021 Plan at the time it is terminated will continue in accordance with their terms and the terms of the 2021 Plan unless otherwise provided in the applicable agreements. The Board may suspend or terminate the 2021 Plan at any time.
Amendment of the Plan
The Board may amend the 2021 Plan from time to time, but no amendments to the 2021 Plan will be effective without stockholder approval if such approval is required under applicable laws, regulations or stock exchange rules. No termination, suspension or
amendment of the 2021 Plan may materially impair the rights of any participant under a previously granted award without the consent of the affected participant, unless such action is necessary to comply with applicable laws or stock exchange rules.
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U.S. Federal Income Tax Consequences
The following is a summary of the principal United States federal income tax consequences to the Company and to participants subject to U.S. taxation with respect to awards granted under the 2021 Plan, based on current statutes, regulations and interpretations.
Non-Qualified Stock Options
If a participant is granted a non-qualified stock option under the 2021 Plan, the participant will not recognize taxable income upon the grant of the option. Generally, the participant will recognize ordinary income at the time of exercise in an amount equal to the difference between the fair market value of the shares acquired at the time of exercise and the exercise price paid. The participant’s
basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the option was exercised. The Company will generally be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes as ordinary income.
Incentive Stock Options
If a participant is granted an incentive stock option under the 2021 Plan, the participant will not recognize taxable income upon grant of the option. Additionally, if applicable holding period requirements (a minimum of two years from the date of grant and one year from the date of exercise) are met, the participant will not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares acquired at the time of exercise over the aggregate exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If shares acquired upon exercise of an incentive stock option are held for the holding period described above, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the shares will be treated as a long-term capital gain or loss, and the Company will not be entitled to any deduction. Except in the event of death, if the holding period
requirements are not met, there will be a “disqualifying disposition.” As a result of a disqualifying disposition, the participant will have ordinary income in an amount equal to the difference between the fair market value of the shares acquired at the time of exercise and the exercise price paid (and the Company will generally be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes as ordinary income); and the participant will have capital gain (which may be long term or short term) to the extent the fair market value on the date of the disqualifying disposition exceeds the fair market value of the shares acquired at the time of exercise. If the fair market value of the shares at the time of a disqualifying disposition are less than the exercise price paid, then the participant will have a capital loss, which may be subject to limitations.
Other Awards
The current federal income tax consequences of other awards authorized under the 2021 Plan generally follow certain basic patterns. An award of restricted stock results in income recognition by a participant in an amount equal to the fair market value of the shares received at the time the restrictions lapse and the shares vest, unless the participant elects under Code Section 83(b) to accelerate income recognition and the taxability of the award to the date of grant. Stock unit awards generally result in income recognition by a participant at the time payment of such an award is
made in an amount equal to the amount paid in cash or the then-current fair market value of the shares received, as applicable. SAR awards result in income recognition by a participant at the time such an award is exercised in an amount equal to the amount paid in cash or the then-current fair market value of the shares received by the participant, as applicable. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes ordinary income, subject to Code Section 162(m) with respect to covered employees.
Section 162(m) of the Code
Code Section 162(m) denies a deduction to any publicly-held corporation for compensation paid to certain employees in a taxable
year to the extent that compensation to the certain employee exceeds $1,000,000.
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Section 409A of the Code
The foregoing discussion of tax consequences of awards under the 2021 Plan assumes that the award discussed is either not considered a “deferred compensation arrangement” subject to Section 409A of the Code or has been structured to comply with its requirements. If an award is considered a deferred compensation arrangement subject to Section 409A but fails to comply, in
operation or form, with the requirements of Section 409A, the affected participant would generally be required to include in income when the award vests the amount deemed “deferred,” would be required to pay an additional 20% income tax on such amount, and would be required to pay interest on the tax that would have been paid but for the deferral.


The Board of Directors recommends that stockholders vote “FOR” approval of the Stericycle Inc. 2021 Long-Term Incentive Plan. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.
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ITEM 4  Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2019

2021

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our Company’s financial statements. The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2021. Representatives of Ernst & Young are expected to be present at the Annual Meeting to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so.

In considering Ernst & Young’s appointment for the 20192021 fiscal year, the Audit Committee reviewed the firm’s qualifications and competencies, including the following factors:

Ernst & Young’s historical performance and its recent performance during its engagement for the 20182020 fiscal year;

year, including its ability to meet deadlines and respond quickly;

Ernst & Young’s capability and expertise in handling engagements with the breadth and complexity of our operations, including its approach to resolving significant accounting and auditing matters and consultations with the firm’s national office;

The qualification and experience of key members of the engagement, including the lead audit partner;

The adequacy of information provided on accounting issues, auditing issues and regulatory developments;

The timeliness and quality of Ernst & Young’s communication with the Audit Committee, including communications regarding the conduct of the audit and with respect to issues identified in the audit;

External data on audit quality and performance, including the most recent Public Company Accounting Oversight Board (PCAOB)(“PCAOB”) reports on Ernst & Young and its peer firms;

firms, and management feedback;

The appropriateness of Ernst & Young’s fees, on both an absolute basis and as compared to its peer firms; and

Ernst & Young’s reputation for integrity and competence in the fields of accounting and auditing.

Ernst & Young has served as our independent registered public accounting firm since 1991. The Audit Committee is responsible for the audit fee negotiations associated with our Company’s retention of Ernst & Young LLP.Young. In order to assure continued auditor independence, the Audit Committee periodically considers whether there should be regular rotation of the independent registered public accounting firm. In conjunction with the required rotation of Ernst & Young LLP’sYoung’s lead engagement partner, the Audit Committee and its Chairman are directly involved in the selection of Ernst & Young LLP’sYoung’s new lead engagement partner. The current lead audit partner was appointed in 2016.

2021.

If our stockholders do not ratify the appointment of Ernst & Young, LLP, our Board may reconsider its appointment.

We are asking our stockholders to ratify the selection of Ernst & Young LLP, as our independent registered public accountaccounting firm. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of Ernst & Young LLP to our stockholders as a matter of good corporate governance. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our Company’s independent registered public accounting firm is in the best interests of our Company and its stockholders.

The Board of Directors recommends a vote “FOR” ratification of Ernst & Young LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2021. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

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Stericycle, Inc. - 2019 Proxy Statement55

ITEM 3 RATIFICATIONTABLE OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTEREDCONTENTS

PUBLIC ACCOUNTING FIRM FOR 2019

Fees Paid to Independent Auditors


The following table shows the aggregate fees paid to Ernst & Young LLP by us for the services it rendered during the fiscal years ended December 31, 20182020 and December 31, 2017.

Description of Fees

 

  

FY 2018

 

   

FY 2017

 

 

Audit Fees(1)

  

$

10,240,000

 

  

$

8,343,000

 

Audit-Related Fees(2)

  

 

1,005,000

 

  

 

1,750,000

 

Tax Fees(3)

  

 

510,700

 

  

 

191,000

 

All Other Fees(4)

  

 

2,300

 

  

 

7,000

 

TOTAL

  

$

11,758,000

 

  

$

10,291,000

 

2019.
​
Description of Fees
​​
FY 2020
​​
FY 2019
​
​
Audit Fees(1)
​​
$7,312,700
​​
$12,247,929
​
​
Audit-Related Fees(2)
​​
—
​​
665,300
​
​
Tax Fees(3)
​​
147,860
​​
288,410
​
​
All Other Fees(4)
​​
2,000
​​
5,088
​
​
TOTAL
​​
$7,462,560
​​
$13,206,727
​
(1)

Includes fees for the audits of annual consolidated financial statements and internal control over financial reporting, reviews of interim financial statements included in our quarterly reports on Form10-Q, certain statutory audits and assistance with and review of certain documents and letters filed with the SEC. The increase in audit fees for 2018 compared to 2017 is primarily due to increased services provided relating to remediation of material weaknesses in internal controls over financial reporting.

(2)

Includes fees related to transaction audit and integration services.

(3)

Includes fees related to tax compliance, tax advice and tax planning services.

(4)

Includes fees related to access to online research tools.

Audit CommitteePre-Approval Policies


In accordance with policies adopted by the Audit Committee, all audit andnon-audit related services to be performed for us by the independent registered public accounting firm must be approved in advance by the Audit Committee. All of the services Ernst & Young performed for us during 20182020 and 20172019 werepre-approved by the Audit Committee.
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56Stericycle, Inc. - 2019 Proxy Statement

AUDIT COMMITTEE REPORT

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, the qualifications and experience of the Company’s independent auditor, the performance of the Company’s internal audit function and independent auditor, and the Company’s compliance with applicable legal and regulatory requirements. The Audit Committee operates pursuant to a written charter, which is available on the Company’s investor relations website,http://investors.stericycle.com.The Audit Committee is comprised of threefive directors, all of whom are independent and two of whom (Brian P. Anderson, the Chairman, and Kay G. Priestly), have been determined by the Board of Directors to be an “audit committee financial expert” as defined by the Securities and Exchange Commission.

In regard to our role, we note that it is the responsibility of the Company’s management to prepare financial statements in accordance with accounting principles generally accepted in the United States, and that it is the responsibility of the Company’s independent auditor to audit those financial statements. The Audit Committee’s responsibility is one of oversight, and we do not provide expert or other special assurance regarding the Company’s financial statements or the quality of the audits performed by the Company’s independent registered public accounting firm.

In carrying out our oversight responsibility, we review and discuss with both management and the independent auditor all quarterly and annual financial statements prior to their issuance. We reviewed and discussed with both management and the independent auditor the quarterly and annual financial statements for the fiscal year ended December 31, 2018.2020. Our reviews and discussions with the independent auditor included discussions of the matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) standards,and the SEC, including among other items, the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the Company’s financial statements. In addition, the Audit Committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’sYoung’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence from management and the Company. The Audit Committee considered the compatibility ofnon-audit services with Ernst & Young LLP’sYoung’s independence.

The Committee discussed with management significant risks and exposures identified by management, the internal auditors or Ernst & Young, LLP, and management’s steps to address such risks.

In addition, we continued to monitor the scope and adequacy of the Company’s internal controls, including staffing levels and requirements, and we reviewed programs and initiatives to strengthen the effectiveness of the Company’s internal controls and steps taken to implement recommended improvements.

The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent auditor. The Audit Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the accounting and financial controls, and the overall quality of the Company’s financial reporting. The Audit Committee met individually with members of management in executive session. The Audit Committee held 15 meetings during fiscal year 2018.

2020.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance, tenure and independence of the Company’s independent auditor and determines whether tore-engage the current independent auditor. In doing so, the Audit Committee considers a variety of factors, including: candor and insight provided to the Audit Committee; proactivity; ability to meet deadlines and respond quickly; feasibility and benefits of audit firm and lead partner rotation; content, timeliness and practicality of the audit firm’s communications with management; adequacy of information provided on accounting issues, auditing issues and regulatory developments; timeliness and accuracy of all services presented to the Audit Committee for pre-approval and review; management feedback; lead partner performance; comprehensiveness of evaluations of internal control structure; the overall quality and efficiency of the services provided by the auditors,auditors; the auditors’ global capabilitiescapabilities; and the auditors’ technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained Ernst & Young LLP as the Company’s independent auditor for 2019.2021. Ernst & Young LLP has been the independent auditor for the Company since 1991. The members of the Audit Committee and the Board believe that, due to Ernst & Young’s knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Company and its stockholders to continue retention of Ernst & Young LLP to serve as the Company’s independent auditor. Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit Committee will continue to recommend that the Board of Directors ask the stockholders, at the Annual Meeting, to ratify the appointment of the independent auditors.

In reliance

Based on the reviews and discussions referred to above, we recommended to the Board of Directors that(and the Board approve the inclusion of Directors approved) that the Company’s audited financial statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, 20182020 for filing with the SEC.

Audit Committee

Brian P. Anderson, Chairman


Veronica M. Hagen


Stephen C. Hooley
Kay G. Priestly
James L. Welch
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Stericycle, Inc. - 2019 Proxy Statement57

ITEM 45 Stockholder Proposal Entitled Improve our Excess Baggage Special Shareholder Meeting Improvement

“Right”

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, a beneficial owner of 50 shares of our common stock, has submitted the following resolution for consideration by stockholders:

Proposal 45 – Improve our Excess Baggage Special Shareholder Meeting Improvement

Resolved, Shareowners“Right”

Shareholders ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and eachthe appropriate company governing documentdocuments to give holders in the aggregateowners of a combined 10% of our outstanding common stock the power to call a special shareowner meeting (or the closest percentageshareholder meeting. The Board of Directors would continue to 10% according to state law). This proposal does not impact our board’s currenthave its existing power to call a special meeting.

Special meetings allow shareowners to vote on important matters, such as electing new directors

Currently it takes the formal backing of 34% of the Stericycle shares, that can arise betweencast ballots at the Stericycle annual meetings. This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison in 2013.

Scores of Fortune 500 companies allow a more practical 10% of sharesmeeting, to call a special meeting compared tomeeting. (Only 73% of Stericycle shares vote at the entrenchment requirement of Stericycle. SRCL shareholders do not have the full right to call a special meetingannual meeting.) A big game changer is that is available under state law.

In fact we now have a sad joke of a right to call a special meeting.

At Stericycle it would take 25% of shares (instead of 10%) and then all shares held for less than one continuousunbroken year would beare 100% disqualified. Thus the owners of 34% of such Stericycle stock held for an unbroken year could determine that they own 51% of the voting power of Stericycle stock when their SRCL short-term holdings are included.

It is not a good bargain for Stericycle shareholders to have to own 51% of Stericycle stock in order to obtain the 25% requirement it could take the holders of 51% of SRCL shares (minus perhaps 26% of shares that were heldcall for less than one continuous year) to obtain the 25% that representedone-year of continuous holdings. In other words it could take 51% of shares to go to the onerous trouble to initiate a special meeting in whichshareholder meeting. It would be easier for these shareholders to act by written consent. Thus the same 51% of shares could take action.

The 2018 version of this proposal received 43% support. The support would have been higher if all shareholders had access to independent proxy voting advice.

A more practical shareholdercurrent right to call a special shareholder meeting would put shareholders in a better position to ask for improvementsis excess baggage. This proposal topic won 44%-support at our 2020 annual meeting without pointing out the excess baggage “feature” in our board of directors.

For instance, Mark Miller had long-tenure of 26-years. Long-tenure can seriously erode director independence. Independence is a priceless attribute in a director from a shareholder perspective. Mr. Miller received 19% in negative votes compare to another Stericycle director who received 3% in negative votes.

Other directors with excessive negative votes included:

Brian Anderson (25%)

Charles Allutto (CEO – 14%)

Thomas Brown (16%)

Thomas Chen (45%)

In the year leading up to the due date for this proposal Stericycle stock fell from $66 to $47. Meanwhile there is a long-term problem with fraud:

A $295 million settlement was reached on behalf of a nationwide class of Stericycle customers, following a class-action lawsuit accusing the company of engaging in a price-increasing scheme that automatically inflated customers’ bills up to 18% biannually, November 2018.

Stericycle agreed to pay $26 million to settle a lawsuit claiming it engaged in years of fraudulent price increases to school districts, police departments and municipalities in 12 states, October 2015.

A more practical shareholder rightcurrent “right” to call a special shareholder meeting.

Since the 2020 Stericycle annual meeting there has been a dramatic development that makes shareholder meetings so much easier for management with a substantial cost reduction. The 2020 pandemic has resulted in an avalanche of online shareholder meetings.
Management accountability is so well defended at online shareholder meetings that shareholders should have a corresponding greater flexibility in calling for a special shareholder meeting.
Plus management now has the option of screening out constructive criticism of management at a special shareholder meeting. The core purpose of such a shareholder meeting is simply the announcement of the vote.
The Goodyear online shareholder meeting was spoiled by a trigger-happy management mute button that was used to quash constructive shareholder criticism. AT&T, with 3000 institutional shareholders, would putnot even allow shareholders into speak at its online shareholder meeting
Please see:
AT&T investors denied a better position to demand that the Board seek directors with better skills and ethics.

dial-in as annual meeting goes online

https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-
online/1007928/
Please vote yes:

Improve our Excess Baggage Special Shareholder Meeting Improvement –“Right” — Proposal 45
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58Stericycle, Inc. - 2019 Proxy Statement

ITEM 4 STOCKHOLDER PROPOSAL

THE COMPANY’S STATEMENT IN OPPOSITION

The Board of Directors has again carefully considered this proposal and believes this proposal is unnecessary and not in the best interests of ourthe Company or its stockholders. The Board regularly reviews the company’sCompany’s governance practices and believes that we have solid and efficient mechanisms in place to allow stockholders to communicate with the Board and bring items to its attention, including at annual and special stockholders’ meetings. Company leaders also meet regularly with stockholders to discuss our strategy, operational performance and business practices and share perspectives on corporate governance, executive compensation, sustainability matters and other topics. Consequently, the Board of Directors recommends that you voteAGAINST “AGAINST” this proposal for the reasons described below.

Stericycle’s current special meeting ownership threshold, balancesalong with stockholders’ ability to act by written consent, appropriately balance strong governance protocols that provide our stockholders with a meaningful voice to communicate their priorities with protecting the preservationinterests of this important stockholderlong-term stockholders.
We provide stockholders with (i) the right to call a special meeting if they have held at least 25% of our outstanding shares for one year or more, and (ii) the right to act by written consent without a meeting. The current special meeting ownership requirement strikes a balance between providing stockholders with the financial and administrative burdens that would result from misuse of the process byability to call a special meeting, while protecting against small minority of stockholders withusing special meetings for potentially narrow, short-term interests.

Convening Additionally, convening a special meeting of stockholders is a significant undertaking that requires a substantial commitment of time and financial resources. Thefrom the Board and management would also be required to divert time fromas well as the business to prepare for and conduct the meeting.Company’s financial resources. Because of these burdens and costs, special stockholder meetings should be extraordinary events that occur only when there are urgent and important strategic matters or profound fiduciary concerns. Moreover, under Rule 14a-8 of the Exchange Act, stockholders with even minimal holdings can already present proposals, such as this one, at annual meetings rather than impose the significant financial and administrative burdens on the Company and its management.

While the proponent in his supporting statement suggests annual and special meetings will be more cost-effective with the increased development of virtual formats, the Company has historically held in-person stockholder meetings and used the virtual format for its 2020 Annual Meeting of Stockholders due to the COVID-19 pandemic in an effort to support the health and well-being of its employees, partners and stockholders. When safe to do so, the Company intends to revert back to its in-person stockholder meeting formats, which provide yet another platform for direct stockholder communication with the Board. Further, due to the expenses associated with utilizing a reliable platform for virtual meetings, holding the 2020 Annual Meeting of Stockholders in a virtual format did not result in substantially reduced costs for the Company.
The Board also believes that the current 25% stock ownership threshold is more appropriate than the requested 10% threshold based on the practices of at least 25%other S&P 500 companies. As of our company’s issued and outstanding sharesthe beginning of common stock allowsOctober 2020, approximately 33% of S&P 500 companies did not permit stockholders owning a reasonable minority of our company’s shares to call special meetings, while preventingand only 26% of S&P 500 companies have a small minoritystock ownership threshold below 25%. Based on this information, the Board believes our ownership threshold of 25% is at least as shareholder friendly as the threshold applicable to approximately 74% of S&P 500 companies. Further, the proponent suggests that the ownership threshold may be higher if the required one-year holding period is taken into account. However, the holding period requirement reduces the potential for short-term-oriented stockholders from calling special meetingsto disrupt the long-term-oriented stockholder value we strive to create. Therefore, we believe that would use corporate resources on proposals that may not reflectour existing threshold promotes and protects the bestlong-term interests of our companystockholders, and at the broader stockholder base. Ifsame time gives stockholders the proposal were adopted,ability to call a small minority of stockholders – potentially with narrow, short-term interests – could call special meetingsmeeting to present proposals that are unlikely to garner significant support, without regard to how the costs and other burdens might impact the Company’s future success or the interests of the vast majority of stockholders.

vote on important matters.

Stericycle is committed to stockholder engagement and sound governance practices.

Active stockholder engagement and responsiveness to stockholder feedback are important to both our Board and management. As a result, Company leaders meet regularly with stockholders to discuss our strategy, operational performance and business practices. We also meet with stockholders to share perspectives on corporate governance, executive compensation and sustainability matters, among other topics. We believe this stockholder engagement provides a meaningful avenue for our stockholders to communicate their priorities to our Board and management.
The Board also believes this proposal should be viewed in the context of the Company’s sound corporate governance practices. For example, in addition to providing stockholders the ability to call special meetings, we maintain other robust governance practices that promote Board accountability, including:
our stockholders can act by written consent;
our stockholders have a proxy access right that permits them to include their director nominees in our proxy statement;
our directors are elected annually with a majority voting standard in uncontested elections;
our Chairman of the Board is an independent director;
there are no supermajority voting provisions; and
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our stockholders may submit other business to be voted on at annual meetings, and may submit proposals to be included in the Company’s proxy statement.
We strongly believe that this commitment to ongoing dialogue with our stockholders, together with our sound corporate governance practices, such as annual Director elections, a “proxy access” right for nominating Directors, no supermajority voting provisions, and ourprotect stockholders’ existing right to call special meetings protects stockholder rights without the expense and risk associated with a lower special meeting threshold.

Stericycle continues to enhance its corporate governance practices.

Our company has made a number of corporate governance enhancements in recent years. The Board added two new directors, both with extensive business transformation experience, in 2018. This continues the Board’s refreshment efforts, with a majority of the Board consisting of new independent directors added in the last five years and ensuring that the Board has the right expertise to execute on our company’s strategic vision. The Board appointed new chairs of the Audit, Compensation and Nominating & Governance Committees in recent years. Our Board enhanced its diversity through the addition of a number of diverse members over the last five years. The Board of Directors is also leveraging a competency and skills matrix to guide evolution of the composition of the Board. In addition, our Nominating & Governance Committee regularly evaluates the structure of the Board of Directors and makes recommendations to the Board of Directors regarding potential governance changes.

For the reasons set forth above, the Board believes the proposal is neither necessary norboth unnecessary and not in the Company or its stockholders’ best interests.

Therefore, your Board of Directors recommends that you vote “AGAINST” this proposal.
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ITEM 6 Stockholder Proposal with Respect to Amendment of our Compensation Clawback Policy
The International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, NW, Washington, D.C. 20001, a beneficial owner of 80 shares of our common stock, has submitted the following resolution for consideration by stockholders:
RESOLVED: That shareholders of Stericycle, Inc. (the “Company”), urge the Board of Directors’ Compensation Committee to amend Stericycle’s compensation clawback policy, as applied to senior executives, to add that the Committee will review and determine whether to seek recoupment of incentive compensation paid, granted or awarded to a senior executive if, in the Committee’s judgment, (a) a senior executive engaged in conduct that resulted in a violation of law or Stericycle policy, and that caused financial or reputational harm to the Company or (b) a senior executive failed in his or her responsibility to manage conduct or risks, and such failure contributed to financial or reputational harm to the Company, with Stericycle to disclose to shareholders the circumstances of any recoupment or decision not to pursue recoupment in those situations.
“Recoupment” includes: recovery of compensation already paid and forfeiture, recapture, reduction or cancellation of future amounts awarded or granted over which Stericycle retains control. This policy should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation.
SUPPORTING STATEMENT: As long-term shareholders, we believe that compensation policies should promote sustainable value creation. We agree with former GE general counsel Ben Heineman Jr., that recoupment policies are “a powerful mechanism for holding senior leadership accountable to the fundamental mission of the corporation: proper risk taking balanced with proper risk management and the robust fusion of high performance with high integrity.” (http//:blogs.law.harvard.edu/corpgov/ 2010/08/13/making-sense-out-of-clawbacks/).
We believe it is critical that the policy includes reputational harm as a recoupment triggering event and covers situations where a senior executive has failed in his or her oversight responsibilities to manage conduct or risks, and that such failure contributed to financial or reputational harm to the Company.
The reason for a stronger policy is illustrated by the reputational and financial risks associated with the Company’s damaging billing scandal in recent years, which saw the Company pay out over $300 million to settle state, federal and private consumer allegations it fraudulently increased the rate of medical waste pick-ups.
Adopting this policy sends a strong, positive message about the Company’s corporate culture.
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THE COMPANY’S STATEMENT IN OPPOSITION
The Board has carefully considered this proposal and believes that this proposal is unnecessary and is not in the best interests of our stockholders. Consequently, the Board recommends a vote “AGAINST” this proposal for the reasons described below.
As discussed in more detail on page 17 “Corporate Governance—Clawback Policy,” we maintain a robust clawback policy that allows us to recover certain performance-based compensation that is applicable to all current and former executive officers, Senior Vice Presidents and Vice Presidents (“Covered Employees”). The Board and Compensation Committee (the “Committee”) believe the current clawback policy is appropriate and effective and aligns the interests of our senior management and stockholders. In 2020, the Board and Committee carefully reviewed and considered the requested terms of a stockholder proposal that had been presented at our 2020 Annual Meeting of Stockholders related to expanding our clawback policy that was then in place, as well as market practices and strong governance practices. As a result of that review, in September 2020, the Board made significant revisions to our clawback policy. After the Board revised our clawback policy, we met with a number of our largest institutional investors to discuss, among other things, the revisions to our clawback policy. None of the shareholders with whom we met expressed negative feedback with respect to our clawback policy as amended.
The changes made to our clawback policy include, among other things: (i) expansion of the categories of employees to which the policy applies, (ii) removal of the requirement that a financial restatement must have occurred in order to trigger the clawback policy, (iii) removal of the requirement that there must have been misconduct in the event of a restatement in order for compensation to be recouped, (iv) the addition of supervisory or oversight failures as additional recoupment triggers, and (v) requiring public disclosure of recouped compensation under the clawback policy. For a more detailed summary of the changes made to our clawback policy in September 2020, see “Compensation Discussion and Analysis – Other Compensation Matters – Clawback Policy.”
Our existing clawback policy is triggered in cases of a restatement or where misconduct results in significant financial harm to the Company and is caused either directly by the misconduct of a Covered Employee or resulting from such person’s failure to manage or monitor the applicable conduct or risks. The proposal, however, would broaden this standard to permit the Board to recover compensation from a Covered Employee where his or her misconduct is deemed to cause “financial or reputational harm to the Company,” without any qualifiers as to materiality of such harm. Recoupment for reputational harm to the Company is a vague, potentially sweeping term that does not take into account any actual financial impact on the Company or its stockholders. In addition, placing executive officers’ performance-based compensation at constant risk using an imprecise measurement of reputational harm could result in difficulty recruiting and retaining executive talent. Further, our clawback policy provides the Committee discretion to make such determinations and interpretations as it “deems necessary or advisable” such that, were reputational harm to occur to the Company by a Covered Employee’s misconduct, the Committee could determine that financial harm resulted from such reputational harm and therefore could involve similar review by the Committee in its enforcement the policy.
Moreover, as part of the amendments to the clawback policy in 2020, the policy provides for public disclosure of recoupments or cancellations of incentive compensation and the underlying triggering event, subject to only limited exceptions. The proposal, however, seeks to take this sentiment to such an extreme that it could unnecessarily harm the Company and its investors by also requiring disclosure when recoupment is not pursued. This means that even where the Board and Committee review the facts in their fiduciary capacities and determine recoupment is not an appropriate action, the Company would still be required to disclose the circumstances of the decision-making process, thereby disclosing potentially sensitive information that had previously been determined to be insufficient for recoupment. Ironically, the proposal’s provision that would cover recoupment for an indeterminate amount of reputational harm to the Company has the potential to similarly harm the Company’s reputation by unnecessarily seeking to require disclosure of events determined by the Company’s management to be insufficient for recoupment. Furthermore, decisions to disclose information are more properly made on a case-by-case basis by a fully informed Board that is able to balance investors’ interest in information with legal requirements, privacy concerns and other commercial considerations.
For these reasons, the Board believes this proposal is unnecessary because the Company’s existing clawback policies and practices, which were reviewed and amended in September 2020, effectively address the concerns raised by the proponent.
Therefore, your Board of Directors recommends that you vote “AGAINST” this proposal.
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GENERAL INFORMATION
Why Did I Receive This Proxy Statement and Other Materials?
The Board of Directors (the “Board”) of Stericycle, Inc. is soliciting proxies to vote shares of our common stock at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 26, 2021, at 8:30 a.m. Central Time, at www.virtualshareholdermeeting.com/SRCL2021.
This proxy statement and our annual report to stockholders (which includes a copy of our Annual Report on Form 10-K for the year ended December 31, 2020), are first being made available to stockholders on or about April 14, 2021. Although both are made available together, our annual report to stockholders is not part of this proxy statement.
What Will Stockholders Vote on at the Annual Meeting?
Stockholders will vote on the following matters at the Annual Meeting:
election to the Board of the twelve nominees for director named in this proxy statement (Item 1);
an advisory vote to approve executive compensation (the “say-on-pay” vote) (Item 2);
approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan (Item 3);
ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 (Item 4);
a stockholder proposal entitled Improve our Excess Baggage Special Shareholder Meeting “Right”, if properly presented at the Annual Meeting (Item 5); and
a stockholder proposal with respect to amendment of our compensation clawback policy, if properly presented at the Annual Meeting (Item 6).
What Are the Board’s Voting Recommendations?
The Board recommends that you vote your shares:
FOR each of the twelve nominees for election to the Board (Item 1);
FOR the advisory vote to approve executive compensation (Item 2);
FOR approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan (Item 3);
FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 (Item 4);
AGAINST the stockholder proposal entitled Improve our Excess Baggage Special Shareholder Meeting “Right” (Item 5); and
AGAINST the stockholder proposal with respect to amendment of our compensation clawback policy (Item 6).
Who May Vote at the Annual Meeting?
Only stockholders of record as of the close of business on March 31, 2021 are entitled to vote at the Annual Meeting. Each outstanding share of common stock as of the record date is entitled to one vote on all matters that come before the meeting. There is no cumulative voting.
As of the close of business on the record date of March 31, 2021, there were 91,758,748 shares of our common stock issued and outstanding.
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Why Did I Receive Only a One-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of Receiving a Full Set of Printed Proxy Materials?
In accordance with the “notice and access” rules of the SEC, we have elected to provide access to our proxy materials, including this proxy statement and our annual report to stockholders, over the internet, and accordingly, we mailed our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 14, 2021. This Notice contains instructions on how to access our proxy materials over the internet, how to request a printed or
electronic copy of these materials and how to vote by internet, telephone or mail. The voting facilities over the internet or by telephone will remain open until 11:59 p.m. Eastern Time on May 25, 2021. You may also vote during the Annual Meeting at www.virtualshareholdermeeting.com/SRCL2021. The Notice is not a proxy card and cannot be used to vote your shares.
What Is the Difference Between a Stockholder of Record and a Beneficial Owner of Shares Held in Street Name?
If your shares are registered directly in your name with our stock registrar and transfer agent, EQ Shareowner Services, you are considered the stockholder of record for those shares and have the right to vote those shares directly.
If your shares are held in an account at a brokerage firm, bank or other nominee (for convenient reference, a “broker”), you are considered the beneficial owner of those shares, which are said to be held in “street name,” and the broker is considered the
stockholder of record for voting purposes. As the beneficial owner, you cannot vote the shares in your account directly, but you have the right to instruct the broker how to vote them.
As a beneficial owner, you are invited to attend the Annual Meeting, but because you are not a stockholder of record, you may not vote your shares online at the Annual Meeting unless you obtain a valid proxy from your broker.
If I Am a Stockholder of Record, How Do I Vote?
You may vote in several ways. You may vote by proxy over the internet or by telephone by following the instructions provided in the Notice. In addition, if you request copies of our proxy materials in printed form, you may vote by completing and signing the proxy card included in the materials and returning it in the postage-paid envelope provided. You may also vote online during the Annual Meeting through the link:
www.virtualshareholdermeeting.com/SRCL2021. The 16-digit control number provided on your Notice of Internet Availability of Proxy Materials or proxy card is necessary to access this site. See below for instructions on voting if your shares are held through a third party.
If I Am a Beneficial Owner of Shares Held in Street Name, How Do I Instruct My Broker How to Vote?
If you are a beneficial owner of our common stock, the Notice was forwarded to you by your broker. You may instruct your broker how to vote over the internet or by telephone by following the instructions provided by your broker.
In addition, if you request copies of our proxy materials in printed form, you may instruct your broker how to vote by completing and signing the voting instruction card included in the materials and returning it in the postage-paid envelope provided.
What Happens if I Am a Stockholder of Record and Sign and Return the Proxy Card But Do Not Make Any Voting Choices?
The proxy holders (the persons named as proxies) will vote your shares in accordance with the Board’s voting recommendations for Items 1 through 6 described in this proxy statement. See “What Are the Board’s Voting Recommendations?” above.
We do not expect that any other matters will properly come before the Annual Meeting. If, however, any other matters do come before the meeting, the proxy holders will vote your shares in accordance with their judgment.
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What Happens if I Am a Beneficial Owner of Shares Held in Street Name and Do Not Give Voting Instructions to My Broker?
Under the stock exchange and other rules governing brokers who are voting shares held in street name, brokers have authority to vote those shares at their discretion on “routine” matters but may not vote those shares on “non-routine” matters. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 (Item 4) is considered a routine matter under the relevant rules. All of the other items to be voted on (Items 1, 2, 3, 5 and 6) are considered non-routine matters.
A “broker non-vote” occurs when your broker returns a proxy card for your shares held in street name but does not vote on a particular matter because (i) the broker has not received voting instructions from you and (ii) the broker does not have authority to vote on the matter without instructions because the matter is of a non-routine nature. Broker non-votes will not have any effect on the result of the vote when they occur. There will not be any broker non-votes on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 (Item 4) because brokers will have discretionary authority to vote on this matter.
What Is the Quorum Required for the Annual Meeting?
Holders of a majority of our outstanding shares entitled to vote at the Annual Meeting who are present in person or represented by proxy will constitute a quorum to conduct business at the Annual Meeting.
If you are a stockholder of record and vote your shares by proxy, your shares will be counted for purposes of determining whether a
quorum is present even if your voting choice is to abstain. Similarly, if you are a beneficial owner of shares held in street name and do not give voting instructions to your broker, your shares will be counted for purposes of determining whether a quorum is present if your broker votes your shares on any routine matter.
What Are My Choices in Voting on the Matters to Be Voted on at the Annual Meeting?
On Item 1 (the election of directors), you may vote “For” or “Against” each individual nominee or “Abstain” from voting on the nominee’s election.
On Item 2 (the say-on-pay vote), Item 3 (approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan), Item 4 (ratification of the appointment of Ernst & Young LLP as our independent registered
public accounting firm for 2021), Item 5 (the stockholder proposal entitled Improve our Excess Baggage Special Shareholder Meeting “Right”) and Item 6 (the stockholder proposal with respect to amendment of our compensation clawback policy), you may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal.
What Are the Voting Requirements to Approve the Matters to Be Voted on at the Annual Meeting?
Item 1 (election of directors): Each nominee for election as a director will be elected by the vote of a majority of the votes cast and therefore must receive more “For” votes than “Against” votes in order to be elected as a director. Abstentions and broker non-votes will not have any effect on the result of the vote.
Item 2 (the say-on-pay vote): This proposal requires for approval the affirmative vote of a majority of the shares present, either online or represented by proxy, entitled to vote on the matter and voting. As a result, abstentions will have no effect on the result of the vote. Broker non-votes will not have any effect on the result of the vote.
Item 3 (approval of the Stericycle, Inc. 2021 Long-Term Incentive Plan): This proposal requires for approval the affirmative vote of a majority of the shares present, either online or represented by proxy, and entitled to vote on the matter and voting. As a result, abstentions will have no effect on the result of the vote. Broker non-votes will not have any effect on the result of the vote.
Item 4 (ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021): This
proposal requires for approval the affirmative vote of a majority of the shares present, either online or represented by proxy, entitled to vote on the matter and voting. As a result, abstentions will have no effect on the result of the vote. Brokers will have discretionary authority to vote on Item 4, and therefore, there will not be any broker non-votes on this matter.
Item 5 (the stockholder proposal entitled Improve our Excess Baggage Special Shareholder Meeting “Right”): This proposal requires for approval the affirmative vote of a majority of the shares present, either online or represented by proxy, entitled to vote on the matter and voting. As a result, abstentions will have no effect on the result of the vote. Broker non-votes will not have any effect on the result of the vote.
Item 6 (the stockholder proposal with respect to amendment of our compensation clawback policy): This proposal requires for approval the affirmative vote of a majority of the shares present, either online or represented by proxy, entitled to vote on the matter and voting. As a result, abstentions will have no effect on the result of the vote. Broker non-votes will not have any effect on the result of the vote.
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Can I Change My Vote after I Have Voted?
If you are a stockholder of record, you may change your vote by voting again over the internet or by telephone (before those voting facilities are closed as noted under “Why Did I Receive Only a One-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of Receiving a Full Set of Printed Proxy Materials?”). If you are a stockholder of record, you may also change your vote by returning a new, properly completed proxy card bearing a later date than the date of your original proxy card. In addition, you may revoke your proxy by attending the Annual
Meeting online and voting again. Attendance at the online meeting will not, by itself, revoke your proxy. You may also revoke your proxy any time before the final vote at the Annual Meeting by filing a signed notice of revocation with the Secretary of the Company at 2355 Waukegan Road, Bannockburn, Illinois 60015.
If you are a beneficial owner of shares held in street name, you may revoke your proxy by following the instructions provided by your broker.
How Can I Find Out the Voting Results of the Annual Meeting?
The preliminary voting results will be announced at the Annual Meeting, if available. The final voting results will be tallied by the inspector of elections and reported in a Current Report on Form 
8-K which we will file with the SEC within four business days following the Annual Meeting.
Who Is Paying for the Cost of This Proxy Solicitation?
We will bear the cost of this proxy solicitation. We have retained Georgeson LLC (“Georgeson”) to help us solicit proxies. We will pay Georgeson a base fee of $20,000 plus reasonable expenses for its services. Some of our officers and employees may solicit proxies by personal conversations, telephone, regular mail or email, but they
will not receive any additional compensation for doing so. We will reimburse brokers and others for their reasonable charges and expenses in forwarding our proxy materials to stockholders who are beneficial owners of shares of our common stock.
Multiple Individuals Residing in My Home Are Beneficial Owners of Stericycle Common Stock. Why Did We Receive Only One Set of Proxy Materials?
We are sending only one envelope with multiple Notices to you if you share a single address with another stockholder, unless we have received instructions to the contrary from you. This practice, known as “householding,” is designed to eliminate duplicate mailings, conserve natural resources and reduce our printing and mailing costs. We will promptly deliver a separate Notice to you upon written or verbal request. If you wish to receive duplicate mailings in the
future, you may contact Investor Relations, Stericycle, Inc., 2355 Waukegan Road, Bannockburn, Illinois 60015. If you currently receive multiple Notices, you can request householding by contacting our Investor Relations as described above. If you own your shares through a broker, you can request householding by contacting the holder of record.
Why is the Annual Meeting Virtual and Can I Submit Questions?
Hosting a virtual Annual Meeting provides expanded access, improved communication and cost savings for our stockholders and us and enables stockholder participation from any location around the world. We are also hosting a virtual Annual Meeting to support the health and well-being of our employees, partners and stockholders in light of the public health impact of the coronavirus outbreak (COVID-19). Stockholders may submit questions during the Annual Meeting at: www.virtualshareholdermeeting.com/SRCL2021.
Management will respond to questions in the same way as it would if the company held an in-person meeting. If you have questions, you may type them in the dialog box provided at any point during the meeting until the floor is closed to questions. For technical assistance on the day of the Annual Meeting, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.
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STOCK OWNERSHIP
Stock Ownership by Directors and Officers
The following table provides information about the beneficial ownership of shares of our common stock as of March 31, 2021 by (i) each of our directors and director nominees, (ii) each of our named executive officers listed in the Summary Compensation Table herein, and (iii) all of our directors and executive officers as a group:
​
​​
Amount and Nature of
Beneficial Ownership(1)
​​
Percent of
Class(2)
​
Stericycle, Inc. - 2019 Proxy Statement​
Directors and Director Nominees
​59​
​​
​
​
Robert S. Murley(3)
​​
17,134
​​
*
​
​
Cindy J. Miller(4)
​​
70,884
​​
*
​
​
Brian P. Anderson
​​
13,366
​​
*
​
​
Lynn D. Bleil
​​
28,966
​​
*
​
​
Thomas F. Chen
​​
35,144
​​
*
​
​
J. Joel Hackney, Jr.
​​
5,050
​​
*
​
​
Veronica M. Hagen
​​
6,881
​​
*
​
​
Stephen C. Hooley
​​
7,516
​​
*
​
​
James J. Martell
​​
2,446
​​
*
​
​
Kay G. Priestly
​​
6,881
​​
*
​
​
James L. Welch
​​
2,446
​​
*
​
​
Mike S. Zafirovski
​​
44,543
​​
*
​
​
Named Executive Officers
​​
​​
​
​
Janet H. Zelenka
​​
13,128
​​
*
​
​
Daniel V. Ginnetti
​​
208,737
​​
*
​
​
Kurt M. Rogers
​​
4,574
​​
*
​
​
S. Cory White
​​
10,119
​​
*
​
​
All current directors and executive officers as a group (20 persons)(5)
​​
527,107
​​
*
​
   *
Less than 1%.

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(1)
This column includes the following shares:
​
Name
​​
Shares of
Common
Stock Owned
​​
Options Exercisable
Within 60 days After
March 31, 2021
​​
RSUs/DSUs/PSUs Vesting
Within 60 days After
March 31, 2021
​​
DSUs
​
​
Robert S. Murley
​​
5,209
​​
4,236
​​
3,425
​​
4,264
​
​
Cindy J. Miller
​​
19,428
​​
50,098
​​
1,358
​​
—
​
​
Brian P. Anderson
​​
5,178
​​
4,236
​​
2,446
​​
1,506
​
​
Lynn D. Bleil
​​
2,465
​​
16,522
​​
2,446
​​
7,533
​
​
Thomas F. Chen
​​
9,472
​​
21,720
​​
2,446
​​
1,506
​
​
J. Joel Hackney, Jr.
​​
2,604
​​
—
​​
2,446
​​
—
​
​
Veronica M. Hagen
​​
1,831
​​
—
​​
2,446
​​
2,604
​
​
Stephen C. Hooley
​​
—
​​
—
​​
2,446
​​
5,070
​
​
James J. Martell
​​
—
​​
—
​​
2,446
​​
—
​
​
Kay G. Priestly
​​
1,831
​​
—
​​
2,446
​​
2,604
​
​
James L. Welch
​​
—
​​
—
​​
2,446
​​
—
​
​
Mike S. Zafirovski
​​
3,415
​​
32,602
​​
2,446
​​
6,080
​
​
Janet H. Zelenka
​​
4,965
​​
8,163
​​
—
​​
—
​
​
Daniel V. Ginnetti
​​
16,643
​​
192,094
​​
—
​​
—
​
​
Kurt M. Rogers
​​
1,740
​​
—
​​
2,834
​​
—
​
​
S. Cory White
​​
2,414
​​
6,730
​​
975
​​
—
​
(2)
Shares of common stock issuable under a derivative security within 60 days after March 31, 2021 are considered outstanding for purposes of computing the percentage of the person holding the security but are not considered outstanding for purposes of computing the percentage of any other person.
(3)
Includes 1,000 shares of common stock held by a limited partnership.
(4)
Ms. Miller is also a named executive officer.
(5)
Includes the holdings included in footnote 1 as well as 13,513 shares of common stock, 34,764 shares of common stock issuable pursuant to stock options that become exercisable within 60 days after March 31, 2021, and 1,015 shares of common stock subject to RSUs/PSUs that will vest within 60 days after March 31, 2021.
Stock Ownership of Certain Stockholders
The following table provides information about the beneficial ownership of our common stock by each person who was known to us to be the beneficial owner as of March 31, 2021 of more than 5% of our outstanding common stock:
​
Name and Address of Beneficial Owner
​​
Amount and Nature of
Beneficial Ownership
​​
Percent of
Class
​
​
The Vanguard Group(1)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
​​
8,059,103
​​
8.8%
​
​
AllianceBernstein L.P.(2)
1345 Avenue of the Americas
New York, New York 10105
​​
8,291,254
​​
9.0%
​
​
BlackRock, Inc.(3)
55 East 52nd Street
New York, New York 10055
​​
7,441,782
​​
8.1%
​
​
T. Rowe Price Associates, Inc.(4)
100 E. Pratt Street
Baltimore, Maryland 21202
​​
6,674,470
​​
7.3%
​
​
Baillie Gifford & Co.(5)
Calton Square 1 Greenside Row
Edinburgh EH1 3AN
Scotland
UK
​​
4,765,211
​​
5.2%
​
(1)
Based on a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group has shared voting power with respect to 60,893 shares, sole dispositive power with respect to 7,922,782 shares and shared dispositive power with respect to 136,321 shares.
(2)
Based on a Schedule 13G/A filed with the SEC on February 8, 2021, AllianceBernstein L.P. has sole voting power with respect to 6,580,133 shares, sole dispositive power with respect to 8,191,816 shares and shared dispositive power with respect to 99,438 shares.
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(3)
Based on a Schedule 13G/A filed with the SEC on February 1, 2021, BlackRock, Inc. has sole voting power with respect to 7,137,656 shares and sole dispositive power with respect to 7,441,782 shares.
(4)
Based on a Schedule 13G/A filed with the SEC on February 16, 2021, T. Rowe Price Associates, Inc. has sole voting power with respect to 3,085,139 shares and sole dispositive power with respect to 6,674,470 shares.
(5)
Based on a Schedule 13G/A filed with the SEC on January 27, 2021, Baillie Gifford & Co. has sole voting power with respect to 4,249,684 shares and sole dispositive power with respect to 4,765,211 shares.
OTHER MATTERS

As of the date of this proxy statement, our Board of Directors does not know of any other business to come before the Annual Meeting for consideration by our stockholders. If any other business should properly come before the meeting, the persons named as proxies in the accompanying proxy card will vote the shares of common stock represented by the proxy in accordance with their judgment.

STOCKHOLDER PROPOSALS FOR THE 20202022 ANNUAL MEETING

Any stockholder who wishes to present a proposal for consideration at our 20202022 Annual Meeting of Stockholders, and to have the proposal included in our proxy statement for the meeting, must submit the proposal to us by December 12, 2019.15, 2021. Stockholder proposals for inclusion in our proxy statement must comply with the rules of the SEC in order to be included and should be sent to Investor Relations, Stericycle, Inc., 28161 North Keith Drive, Lake Forest,2355 Waukegan Road, Bannockburn, Illinois 60045.

60015.

In accordance with our bylaws, any stockholder who wishes to present a proposal from the floor for consideration at our 20202022 Annual Meeting of Stockholders, without inclusion of such matters in our proxy materials, must submit proper notice to us no earlier than January 23, 202026, 2022 and no later than February 22, 2020.

25, 2022.

Stockholders who intend to submit director nominees for inclusion in our proxy materials for the 20202022 Annual Meeting of Stockholders must comply with the requirements of proxy access as set forth in our bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Secretary of the Company no earlier than the close of business on November 12, 2019,15, 2021, and no later than the close of business on December 12, 2019.15, 2021.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act requires our directors, executive officers and persons beneficially owning more than 10% of our outstanding common stock to file periodic reports of stock ownership and stock transactions with the SEC. On the basis of a review of these reports and representations from our directors and executive officers, we believe that all filing requirements for 2020 were satisfied in a timely manner, except that the Form 4s to report the issuance of DSUs in lieu of cash compensation to Ms. Bleil and Mr. Hooley on January 31, 2020 were filed late due to a systems error on the part of a third-party administrator. These Form 4s were filed promptly following the discovery of the error.
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60Stericycle, Inc. - 2019 Proxy Statement

APPENDIX A Definition and Reconciliation ofNon-GAAP Measures

Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted Earnings Before Interest, and Tax (“Adjusted EBIT”) is Income from operations excluding specified items outlined

Presented below are reconciliations of non-GAAP financial measures discussed in the table below. ManagementCompensation Discussion and Analysis section of this proxy statement to the most directly comparable financial measures prepared in accordance with U.S. GAAP. The Compensation Committee believes the adjusted financial measuresmetrics used in our incentive compensation programs represent the amounts directly related to the ongoing operations of the business and uses these measuresmetrics in evaluating performance. All adjusted financial measuresmetrics are intended to supplement the applicable U.S. GAAP measures and should not be considered in isolation from, or a replacement for, financial measures prepared in accordance with U.S. GAAP and may not be comparable to or calculated in the same manner asNon-GAAP financial measures published by other companies. Furthermore, adjustments for incentive awards may not be calculated in the same way as our Non-GAAP adjusting items as outlined in our Form 10-K, earnings releases or other stockholder communications. Incentive compensation adjustments may be calculated based on what was included in our plan and changes relative to that plan, this ensures that incentive awards are calculated on a comparable basis and that participants are incentivized appropriately for performance within their control.
Earnings Before Interest and Tax (EBIT) Metric: is defined as Income from Operations in accordance with U.S. GAAP excluding specified items outlined in the table below.
​
(In millions)
​​
2020 Total
​
​
Income from Operations U.S. GAAP
​​
$31.9
​
​
Divestitures1
​​
158.9
​
​
Litigation, Settlements, and Regulatory Compliance2
​​
20.5
​
​
Asset Impairment3
​​
11.6
​
​
Depreciation and Amortization4
​​
(13.0)
​
​
RISI Rate changes5
​​
(10.8)
​
��
Wage Subsidy6
​​
(6.2)
​
​
Foreign Currency7
​​
(3.2)
​
​
Earnings Before Interest and Tax Metric
​​
$189.6
​
(1)
Divestitures (including Divestiture (Gains) Losses, net) includes a gain related to the divestiture of the global recall business, a gain related to the divestiture of a subsidiary in Mexico, a charge associated with a previously divested business in Chile, a charge related to the divestiture of the Argentina operations, charges related to the divestiture of the Domestic Environmental Solutions business, and a benefit associated with a contingent consideration release related to a prior acquisition agreement connected with a divested business. Since we do not know the timing of future divestitures, our incentive plan targets include all entities that we own at the time these targets are set. After a divestiture occurs, the remaining income from operations that is in our target is added to the results to neutralize that impact. We neutralized for the Domestic Environmental Solutions business, Argentina, and the global recall business.
(2)
Litigation, Settlements, and Regulatory Compliance includes consulting and professional fees related to certain litigation, settlement and regulatory compliance matters.
(3)
Asset Impairments include charges related to non-cash impairments associated with rationalization of software application assets and with intangible assets as a result of a discontinuation of a certain service line, and charges related to non-cash impairments for certain long lived assets and permits.
(4)
Depreciation and Amortization expenses came in lower than what was in the incentive target plan. This favorability in results have been excluded from the incentive metric calculation.
(5)
RISI rates, which measure the average price per ton for Sorted Office Paper, are generally planned for using the last known rates; Changes in RISI rates are tied to macro-economic factors that can be volatile and subject to fluctuations. The financial impact caused by changes in RISI rates compared to our planned rates are excluded from this incentive metric calculation.
(6)
We received wage subsidies, primarily from Canada, as a result of the COVID-19 pandemic. We have removed this subsidy for purposes of this incentive metric.
(7)
Incentive targets are established on a constant currency basis; any change in foreign currency exchange rates are excluded for purposes of this incentive metric.
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Free Cash Flow (FCF) Metric: is defined as Cash Flows from Operating Activities calculated in accordance with U.S. GAAP minus cash Capital Expenditures from the Investing Activities section of the Cash Flow Statement. Free Cash Flow excludes specified items outlined in the table below.
​
(In millions)
​​
2020 Total
​
​
Cash Flow from Operations
​​
$530.2
​
​
Capital Expenditures
​​
(119.5)
​
​
Free Cash Flow
​​
410.7
​
​
Divestitures1
​​
16.5
​
​
Litigation, Settlements, and Regulatory Compliance2
​​
14.9
​
​
NOL carrybacks under U.S. CARES Act3
​​
(113.0)
​
​
Government Tax Relief 4
​​
(29.6)
​
​
Gain / Loss on RISI Rate5
​​
(7.9)
​
​
Wage Subsidiary6
​​
(6.2)
​
​
Free Cash Flow Metric
​​
$285.5
​
(1)
Since we do not know the timing of future divestitures, our incentive plan targets include all entities that we own at the time these targets are set. After a divestiture occurs, the remaining pretax income that is in our target is added to the results to neutralize that impact. We neutralized for the Domestic Environmental Solutions business, Argentina, and the global recall business. The pretax income utilizes our targeted effective tax rate of 27%.
(2)
Litigation, Settlements, and Regulatory Compliance includes consulting and professional fees related to certain litigation, settlement and regulatory compliance matters. The pretax expense for this item utilizes our targeted effective tax rate of 27%.
(3)
U.S. CARES Act net operating loss carryback refunds received in the third and fourth quarters of 2020, which included some interest income.
(4)
Government relief tax-related payment deferrals, roughly split two-thirds U.S. and one-third non-U.S.
(5)
RISI rates, which measure the average price per ton for Sorted Office Paper, are generally planned for using the last known rates; Changes in RISI rates are tied to macro-economic factors that can be volatile and subject to fluctuations. The financial impact caused by changes in RISI rates compared to our planned rates are excluded from this incentive metric calculation. For cash purposes, we assume an effective tax rate of 27%.
(6)
We received wage subsidies, primarily from Canada, as a result of the COVID-19 pandemic. We have removed this subsidy for purposes of this incentive metric.
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Earnings per Share (EPS) Metric: is defined as Diluted Earnings per Share in accordance with U.S. GAAP excluding specified items outlined in the table below.
​
(In millions, except per share data))
​​
2020 EPS
​
​
U.S. GAAP Results
​​
$(0.63)
​
​
Pre-tax reconciling items:
​​
​
​
Divestitures1
​​
1.73
​
​
Litigation, Settlements, and Regulatory Compliance2
​​
0.22
​
​
Asset Impairment3
​​
0.13
​
​
Depreciation and Amortization4
​​
(0.14)
​
​
Gain / Loss on RISI Rate5
​​
(0.12)
​
​
Wage Subsidy6
​​
(0.07)
​
​
Foreign Currency7
​​
(0.04)
​
​
Income from Operations adjustments
​​
1.72
​
​
Interest Expense adjustments8
​​
(0.13)
​
​
Tax reconciling items:
​​
​
​
Targeted effective tax rate (at 27%) impact
​​
(0.26)
​
​
​​
​
​
Noncontrolling Interests Adjustment9
​​
0.02
​
​
Earnings per Share Metric
​​
$0.71
​
(1)
Divestitures (including Divestiture (Gains) Losses, net) includes a gain related to the divestiture of the global recall business, a gain related to the divestiture of a subsidiary in Mexico, a charge associated with a previously divested business in Chile, a charge related to the divestiture of the Argentina operations, charges related to the divestiture of the Domestic Environmental Solutions business, and a benefit associated with a contingent consideration release related to a prior acquisition agreement connected with a divested business. Since we do not know the timing of future divestitures, our incentive plan targets include all entities that we own at the time these targets are set. After a divestiture occurs, the remaining income from operations that is in our target is added to the results to neutralize that impact. We neutralized for the Domestic Environmental Solutions business, Argentina, and the global recall business.
(2)
Litigation, Settlements, and Regulatory Compliance includes consulting and professional fees related to certain litigation, settlement and regulatory compliance matters.
(3)
Asset Impairments include charges related to non-cash impairments associated with rationalization of software application assets and with intangible assets as a result of a discontinuation of a certain service line, and charges related to non-cash impairments for certain long lived assets and permits.
(4)
Depreciation and Amortization expenses came in lower than what was in the incentive target plan. This favorability in results have been excluded from the incentive metric calculation.
(5)
RISI rates, which measure the average price per ton for Sorted Office Paper, are generally planned for using the last known rates; Changes in RISI rates are tied to macro-economic factors that can be volatile and subject to fluctuations. The financial impact caused by changes in RISI rates compared to our planned rates are excluded from this incentive metric calculation.
(6)
We received wage subsidies, primarily from Canada, as a result of the COVID-19 pandemic. We have removed this subsidy for purposes of this incentive metric.
(7)
Incentive targets are established on a constant currency basis; any change in foreign currency exchange rates are excluded for purposes of this incentive metric.
(8)
A reduction in interest expense as a result of Divestiture proceeds is neutralized in our incentive calculation.
(9)
Non-controlling interest is excluded for purposes of this calculation.
78  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

ROIC (Return on Invested CapitalCapital) Metric: is calculated by taking the EBIT Metric (as referenced above) after taxes (using a targeted effective tax rate of 27%) and adding back Intangible Amortization expense (“ROIC”NOPATA”) byand dividing Adjusted Net Operating Profit after Tax (“NOPAT”)it by the average of the prior two year ending amounts foryears of Invested Capital. Stericycle uses the following calculation for Invested Capital: Total Assets less Goodwill, less Intangible Amortization, less Cash and Cash Equivalents, less Short TermShort-Term Investments, less Current Liabilities, plus Current Portion of Long Term Debt. “NOPAT” is calculated by reducing “Adjusted EBIT” (referenced above) by Intangible Amortization and current year acquisitions and multiplying by (1 – Adjusted Tax Rate) plus Intangible Amortization. The adjusted tax rate is calculated by dividing thePre-tax Book Income excluding specified items outlined in table below by Income Tax Benefit/(Expense)Long-Term Debt, plus the tax impact of the specified items (referencedadjustments from FCF Metric (as referenced above). In order to normalize the “ROIC” equation for the fact that Intangible Amortization is added back to “NOPAT”, the Accumulated Amortization of Intangible Assets is also added back to the average Invested Capital.

Adjusted Earnings Before Interest and Tax (“Adjusted EBIT”)

    Q1   Q2   Q3   Q4  Total 

Income from Operations US GAAP

  

 

54.1

 

  

 

62.4

 

  

 

68.3

 

  

 

(345.9

) 

 

 

(161.1

) 

Business Transformation

  

 

22.1

 

  

 

21.8

 

  

 

21.0

 

  

 

17.7

 

 

 

82.6

 

Intangible Amortization

  

 

31.9

 

  

 

32.9

 

  

 

31.8

 

  

 

33.7

 

 

 

130.3

 

Acquisition and Integration

  

 

4.1

 

  

 

1.8

 

  

 

1.6

 

  

 

2.3

 

 

 

9.8

 

Operational Optimization

  

 

8.9

 

  

 

7.0

 

  

 

3.6

 

  

 

9.9

 

 

 

29.4

 

Divestitures

  

 

4.1

 

  

 

13.0

 

  

 

2.0

 

  

 

1.4

 

 

 

20.5

 

Litigation, Settlements, and Regulatory Compliance

  

 

27.5

 

  

 

16.4

 

  

 

17.3

 

  

 

32.0

 

 

 

93.2

 

Impairment

  

 

0.0

 

  

 

0.0

 

  

 

0.0

 

  

 

385.2

 

 

 

385.2

 

Other

  

 

5.8

 

  

 

2.9

 

  

 

6.2

 

  

 

14.2

 

 

 

29.1

 

Income from Operations (Adjusted)

  

 

158.5

 

  

 

158.2

 

  

 

151.8

 

  

 

150.5

 

 

 

619.0

 

Depreciation

  

 

30.8

 

  

 

32.7

 

  

 

32.1

 

  

 

30.0

 

 

 

125.6

 

EBITDA (Adjusted)

  

 

189.3

 

  

 

190.9

 

  

 

183.9

 

  

 

180.5

 

 

 

744.6

 

​
(In millions)
​​
2019 Total
​​
2020 Total
​
​
Net Operating Profit After Tax (“NOPAT”)
​​
​​
​
​
Income from Operations U.S. GAAP
​​
​​
$31.9
​
​
Divestitures1
​​
​​
158.9
​
​
Litigation, Settlements, and Regulatory Compliance2
​​
​​
20.5
​
​
Asset Impairment3
​​
​​
11.6
​
​
Depreciation and Amortization4
​​
​​
(13.0)
​
​
Gain / Loss on RISI Rate5
​​
​​
(10.8)
​
​
Wage Subsidy6
​​
​​
(6.2)
​
​
Foreign Currency7
​​
​​
(3.2)
​
​
EBIT Metric
​​
​​
189.6
​
​
Targeted effective tax rate (at 27%) impact
​​
​​
(51.2)
​
​
Adjusted Net Operating Profit After Tax
​​
​​
138.4
​
​
Intangible Asset Amortization
​​
​​
124.9
​
​
Adjusted NOPATA
​​
​​
263.3
​
​
​​
​​
​
​
Total Assets
​​
$6,437.0
​​
$5,581.9
​
​
Less: Cash
​​
(34.7)
​​
(53.3)
​
​
Less: Goodwill
​​
(2,982.2)
​​
(2,819.3)
​
​
Less: Intangibles (net)
​​
(1,422.4)
​​
(1,087.4)
​
​
Less: Current liabilities
​​
(756.9)
​​
(697.1)
​
​
Less: Current portion of Long-term Debt
​​
103.1
​​
91.0
​
​
Invested Capital
​​
$1,343.9
​​
$1,015.7
​
​
Current Year Free Cash Flow Adjustments (see FCF Table on prior page)
​​
​​
$125.2
​
​
Adjusted Invested Capital
​​
$1,343.9
​​
1,140.9
​
​
Average Adjusted Capital
​​
​​
1,242.4
​
​
ROIC Metric
​​
​​
21.2%
​
(1)
Stericycle, Inc. - 2019 Proxy Statement61Divestitures (including Divestiture (Gains) Losses, net) includes a gain related to the divestiture of the global recall business, a gain related to the divestiture of a subsidiary in Mexico, a charge associated with a previously divested business in Chile, a charge related to the divestiture of the Argentina operations, charges related to the divestiture of the Domestic Environmental Solutions business, and a benefit associated with a contingent consideration release related to a prior acquisition agreement connected with a divested business. Since we do not know the timing of future divestitures, our incentive plan targets include all entities that we own at the time these targets are set. After a divestiture occurs, the remaining income from operations that is in our target is added to the results to neutralize that impact. We neutralized for the Domestic Environmental Solutions business, Argentina, and the global recall business.

APPENDIX A DEFINITION AND RECONCILIATION OFNON-GAAP MEASURES

Adjusted Return on Invested Capital (“ROIC”)    

(2)
2018 Total

Net Operating Profit After Tax (“NOPAT”)

Income from Operations US GAAP

(161.1

) 

Business Transformation

82.6

Acquisition and Integration

9.8

Operational Optimization

29.4

Divestitures

20.5

Litigation, Settlements, and Regulatory Compliance

93.2

Impairment

385.2

Other

29.1

Current Year Acquisitions

(3.4

) 

Net Operating Profit Before Tax

485.4

Pre-tax Book Income

(275.4

) 

Adjustments

780.2

Pre-tax Book Income (Adjusted)

504.8

Tax (Benefit)/Expense

(29.8

) 

Tax Impact of Adjustments

155.6

Adjusted Tax Benefit/Expense

125.8

Tax Rate as Reported

10.8%

Tax Rate Adjusted

24.6%

Net Operating Profit After Tax

368.5

Intangible Amortization

130.3

NOPAT

498.8

includes consulting and professional fees related to certain litigation, settlement and regulatory compliance matters.

Invested Capital         

    2017
Total		  2018
Total		 

Total Assets

  

 

6,988.3

 

 

 

6,455.5

 

less: Cash

  

 

(42.2

) 

 

 

(34.3

) 

less: Short Term Investments

  

 

(0.1

) 

 

 

0.0

 

less: Current Liabilities

  

 

(969.4

) 

 

 

(733.2

) 

plus: Current Portion of Long Term Debt

  

 

119.5

 

 

 

104.3

 

Invested Capital

  

 

6,096.1

 

 

 

5,792.3

 

Average Invested Capital (2017 and 2018)

   

 

5,944.2

 

plus: Accumulated Amortization

   

 

499.9

 

Invested Capital

   

 

6,444.1

 

Return on Invested Capital (“ROIC”)

      

 

7.7%

 

(3)
Asset Impairments include charges related to non-cash impairments associated with rationalization of software application assets and with intangible assets as a result of a discontinuation of a certain service line, and charges related to non-cash impairments for certain long lived assets and permits.
(4)
Depreciation and Amortization expenses came in lower than what was in the incentive target plan. This favorability in results have been excluded from the incentive metric calculation.
62
(5)
RISI rates, which measure the average price per ton for Sorted Office Paper, are generally planned for using the last known rates; Changes in RISI rates are tied to macro-economic factors that can be volatile and subject to fluctuations. The financial impact caused by changes in RISI rates compared to our planned rates are excluded from this incentive metric calculation.
(6)
We received wage subsidies, primarily from Canada, as a result of the COVID-19 pandemic. We have removed this subsidy for purposes of this incentive metric.
Stericycle, Inc.(7) - 2019 Proxy Statement
Incentive targets are established on a constant currency basis; any change in foreign currency exchange rates are excluded for purposes of this incentive metric.
Stericycle, Inc. - 2021 Proxy Statement  79

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APPENDIX A DEFINITION AND RECONCILIATION OFNON-GAAP MEASURES

Adjusted EPS

Year Ended December 31, 2018 

(Loss) Earnings Per Share

U.S. GAAP EPS

$(2.91

)

Adjustments:

Business Transformation

0.71

Intangible Amortization

1.12

Acquisition and Integration

0.09

Operational Optimization

0.26

Divestitures

0.18

Litigation, Settlements and Regulatory Compliance

0.85

Impairment

3.62

Other

0.29

Capital Allocation

0.14

U.S. Tax Reform

0.10

Adjusted EPS

$ 4.45

Stericycle, Inc. - 2019 Proxy Statement63

2019PROXY STATEMENT

Stericycle’s Global

Sustainability Highlights

B Stericycle, provides essential sustainability services that help protect communities from harmful wastes, enable recycling and alternative use opportunities, and lead to greater consumer safety and satisfaction. Here is a sampleInc. 2021 Long-Term Incentive Plan

STERICYCLE, INC.
2021 LONG-TERM INCENTIVE PLAN
1. Purpose. The purpose of the global annual impact we made in 2018 to protect what matters:

LOGO

Medical Waste Management

1.8 BILLION POUNDS

of Medical Waste Safely Treated

LOGO

Secure Information Destruction

1.5 BILLION POUNDS

of Paper Recycled

LOGO

Pharmaceutical Waste Disposal

85 MILLION POUNDS

of Drugs Safely Disposed

LOGO

Hazardous Waste Service

1.2 BILLION POUNDS

of RCRA Wastes Properly Managed

LOGO

Sharps Management

56 MILLION POUNDS

of Plastic Diverted from Landfills

LOGO

Sustainable Solutions

84 MILLION POUNDS

of Wastes Diverted from Landfills

LOGO

Maritime Solutions

83 MILLION POUNDS

of Maritime Wastes Diverted from Landfills

Learn more about our sustainability efforts at

stericycle.com/about-us/sustainability.

LOGO

28161 N. Keith Drive Lake Forest, IL 60045 800-643-0240 | stericycle.com 2019 Stericycle, Inc. All rights reserved.

2021 Long-Term Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.

2. Definitions. In this Plan, the following definitions will apply.
(a)
“Affiliate” means any entity that is a Subsidiary of the Company
(b)

LOGO

STERICYCLE, INC.

28161 NORTH KEITH DRIVE

LAKE FOREST, IL 60045

VOTE BY INTERNET -www.proxyvote.com

Use“Award” means a grant made under the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 21, 2019. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 21, 2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return itPlan in the postage-paid envelope we have providedform of Options, Stock Appreciation Rights, Restricted Stock, Stock Units or return itOther Stock-Based Awards.

(c)
“Award Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

each Award granted under the Plan, including all amendments thereto. An Award Agreement is subject to the terms and conditions of the Plan

(d)

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E72384-P17486                KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

STERICYCLE, INC.

The“Board” means the Board of Directors recommends you vote FOR all

nominees for director, FOR Items 2 and 3, and AGAINST

Item 4.

1.

Election of Directors

For

Against

Abstain

1a.  Robert S. Murley

☐

☐

☐

ForAgainstAbstain    

1b. Cindy J. Miller

☐

☐

☐

1i.   Kay G. Priestly

☐☐☐    

1c.  Brian P. Anderson

☐☐☐

1j.   Mike S. Zafirovski

☐☐☐    

1d. Lynn D. Bleil

1e.  Thomas F. Chen

1f.   J. Joel Hackney, Jr.

1g. Veronica M. Hagen

1h.  Stephen C. Hooley

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

☐

2.   Advisory vote to approve executive compensation

☐

☐

☐    

3.   Ratification of the appointmentCompany.

(e)
“Cause” means, unless otherwise defined in a then-effective written agreement (including an Award Agreement) between a Participant and the Company or any Affiliate, the initial occurrence of Ernst & Young LLPany one or more of the following, as determined by the Committee or its delegate in its sole discretion: (i) a Participant’s commission of a felony or any crime involving fraud or moral turpitude; (ii) a Participant’s dishonesty or violation of standards of integrity in the course of fulfilling the Participant’s employment duties to the Company or any Affiliate; (iii) a material violation of a policy of the Company or any Affiliate, including without limitation any written policy addressing harassment, discrimination or any other standard of conduct; (iv) a material violation of any written agreement between a Participant and the Company or any Affiliate; (v) failure on the part of the Participant to perform the Participant’s employment duties to the Company or any Affiliate in any material respect (other than due to Disability), after reasonable written notice of such failure and Participant not satisfactorily correcting such failure within ten (10) business days after receiving such written notice; or (vi) failure to comply in any respect with the Foreign Corrupt Practices Act, the Securities Act of 1933, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Truth in Negotiations Act, or any rules or regulations thereunder.
(f)
“Change in Control” means, unless otherwise defined in a then-effective written agreement (including an Award Agreement) between a Participant and the Company or any Affiliate, one of the following:
(1)
An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control:
(A)
any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company;
(B)
any formation of a Group consisting solely of beneficial owners of the Company’s Voting Securities as of the effective date of this Plan; or
(C)
any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of more than 50% of the Company’s Voting Securities.

If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of more than 50% of the combined voting power of the Company’s Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred. Furthermore, a Change in Control will occur if a Person becomes the beneficial owner of more than 50% of the Company’s Voting Securities as the result of a Corporate Transaction only if the Corporate Transaction is itself a Change in Control pursuant to subsection 2(f)(3).
(2)
Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.
(3)
A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the individuals and entities who were the beneficial owners of the Company’s Voting Securities immediately prior to such Corporate
80  Stericycle, Inc. - 2021 Proxy Statement

TABLE OF CONTENTS

Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company’s Voting Securities.
Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.
(g)
“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.
(h)
“Committee” means two or more Non-Employee Directors designated by the Board to administer the Plan under Section 3, each member of which shall be (i) an independent director within the meaning of applicable stock exchange rules and regulations and (ii) a non-employee director within the meaning of Exchange Act Rule 16b-3.
(i)
“Company” means Stericycle, Inc., a Delaware corporation, and any successor thereto.
(j)
“Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual proxy contest involving the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or settle an actual or threatened proxy contest.
(k)
“Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving entity.
(l)
“Disability” means, in accordance with Treasury Regulations § 1.409A-3(a), a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of the Participant’s position of employment or any substantially similar position of employment.
(m)
“Employee” means an employee of the Company or an Affiliate.
(n)
“Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.
(o)
“Exchange Act Person” means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public accounting firm for 2019

offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.
(p)
“Fair Market Value” means the fair market value of a Share determined as follows:
(1)

☐

☐

☐    

4.   Stockholder proposal entitled Special Shareholder Meeting Improvement

☐

☐

☐    

NOTE: This proxy

If the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be votedthe closing sales price for a Share on the principal securities market on which it trades on the date for which it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or
(2)
If the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the requirements of Code Section 409A.
(q)
“Full Value Award” means an Award other than an Option Award or Stock Appreciation Right Award.
(r)
“Good Reason” means (A) without Participant’s consent, one or more of the following actions or omissions occurs: (I) a material reduction in Participant’s base salary, bonus opportunity or level of incentive plan participation (without replacement of substantially equal value on an aggregated basis) as in effect immediately prior to the Change in Control, (II) the elimination (without replacement) of a material benefit provided to Participant immediately prior to the Change in Control, (III) Participant is required to be based at any office or location more than 50 miles from Participant’s office or location in effect immediately prior to the Change in Control, (IV) any material diminution in Participant’s authority, duties or responsibilities as in effect immediately prior to the Change in Control, or (V) any material breach of an Award Agreement or the Plan by the Company or the Committee, (B) Participant notifies the Company in writing of the event constituting Good Reason within 90 days after the occurrence of such event and within
Stericycle, Inc. - 2021 Proxy Statement  81

TABLE OF CONTENTS

the 24 month period following the Change in Control, (C) the Company has not cured the event constituting Good Reason within 30 days following receipt of the notice from Participant, and (D) Participant terminates employment within 5 days following expiration of the cure period. For the avoidance of doubt, a delay in the delivery of a notice of Good Reason or in Participant’s termination following the lapse of the cure period shall constitute a waiver of Participant’s ability to terminate for Good Reason under this Award Agreement.
(s)
“Grant Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified by the Committee on the date the Committee approves the Award.
(t)
“Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.
(u)
“Non-Employee Director” means a member of the Board who is not an Employee.
(v)
“Option” means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code Section 422. A “Non-Qualified Stock Option” means an Option other than an Incentive Stock Option.
(w)
“Other Stock-Based Award” means an Award described in Section 11 of this Plan.
(x)
“Parent” means a “parent corporation,” as defined in Code Section 424(e).
(y)
“Participant” means a Service Provider to whom a then-outstanding Award has been granted under the Plan.
(z)
“Plan” means this Stericycle, Inc. 2021 Long-Term Incentive Plan, as amended and in effect from time to time.
(aa)
“Prior Plans” means the Stericycle, Inc. 2017 Long-Term Incentive Plan, the Stericycle, Inc. 2014 Incentive Stock Plan and the Stericycle, Inc. 2011 Incentive Stock Plan.
(bb)
“Restricted Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Award Agreement.
(cc)
“Retirement” means a voluntary termination by Participant of his or her employment with the Company or any of its Subsidiaries, following attainment of (i) age 60 and five years of continuous service (at the time of termination) with the Company or any of its Subsidiaries, or (ii) age 65.
(dd)
“Service” means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate or upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Plan or any Award Agreement, Service shall not be deemed terminated in the bestcase of (i) transfers among the Company and any Affiliates in any Service Provider capacity; or (ii) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.
(ee)
“Service Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed by a consultant or advisor retained by the Company or any Affiliate, and who provides services (other than in connection with (i) a capital-raising transaction or (ii) promoting or maintaining a market in Company securities) to the Company or any Affiliate.
(ff)
“Share” means a share of Stock.
(gg)
“Stock” means the common stock, $0.01 par value per Share, of the Company.
(hh)
“Stock Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee, an amount equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.
(ii)
“Stock Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share, subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Award Agreement.
(jj)
“Subsidiary” means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.
(kk)
“Substitute Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms and conditions of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which it has been granted.
(ll)
“Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.
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3. Administration of the Plan.
(a)
Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 3.
(b)
Scope of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions as it deems necessary or advisable to administer the Plan, including:
(1)
determining the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares covered by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which Awards are paid or settled;
(2)
cancelling or suspending an Award, accelerating the vesting or extending the exercise period of an Award, or otherwise amending the terms and conditions of any outstanding Award, subject to the requirements of Sections 6(b), 15(d) and 15(e);
(3)
adopting sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting the Plan and any Award or Award Agreement, reconciling any inconsistency, correcting any defect or supplying an omission in the Plan or any Award Agreement, and making all other determinations necessary or desirable for the administration of the Plan;
(4)
granting Substitute Awards under the Plan;
(5)
taking such actions as are provided in Section 3(c) with respect to Awards to foreign Service Providers; and
(6)
requiring or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral.

Notwithstanding the foregoing, the Board shall perform the duties and have the responsibilities of the Committee with respect to Awards made to Non-Employee Directors.
(c)
Awards to Foreign Service Providers. The Committee may grant Awards to Service Providers who are foreign nationals, who are located outside of the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory requirements of countries outside of the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the proxiesCommittee, be necessary or desirable to comply with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the Plan. In connection therewith, the Committee may establish such subplans and modify exercise procedures and other Plan rules and procedures to the extent such actions are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory approvals or to comply with any necessary local governmental regulatory exemptions.
(d)
Acts of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved in respectwriting by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective even if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria for membership in clauses (i) and (ii) of Section 2(h). To the extent not inconsistent with applicable law or stock exchange rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive officers of the Company or to a committee of the Board comprised of one or more directors of the Company. The Committee may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other persons as it deems advisable.
(e)
Finality of Decisions. The Committee’s interpretation of the Plan and of any Award or Award Agreement made under the Plan and all related decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.
(f)
Indemnification. Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance of the individual’s duties under the Plan. This right to indemnification is conditioned upon such person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of any other businessrights of indemnification to which such person or persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise.
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4. Shares Available Under the Plan.
(a)
Maximum Shares Available. Subject to Section 4(b) and to adjustment as provided in Section 12(a), the number of Shares that properly comesmay be the subject of Awards and issued under the Plan shall be 2,500,000, plus any Shares of Stock remaining available for future grants under the Prior Plans on the effective date of this Plan. No further awards may be made under the Prior Plans after the effective date of this Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining the number of Shares to be counted against this share reserve in connection with any Award, the following rules shall apply:
(1)
Where the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that only a lesser number of shares could be received.
(2)
Where two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award with respect to a number of Shares cancels at least an equal number of Shares of the other, the number of Shares to be counted against the share reserve shall be the largest number of Shares that would be counted against the share reserve under either of the Awards.
(3)
Shares subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.
(4)
Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.
(b)
Effect of Forfeitures and Other Actions. Any Shares subject to an Award, or to an award granted under a Prior Plan, the Stericycle, Inc. 2008 Incentive Stock Plan, or the Stericycle, Inc. 2005 Incentive Stock Plan (all five of such plans, the “Earlier Plans”) that is outstanding on the effective date of this Plan (an “Earlier Plan Award”), that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished as provided in Section 4(c) below. The following Shares shall not, however, again become available for Awards or replenish the share reserve under Section 4(a): (i) Shares tendered (either actually or by attestation) by the Participant or withheld by the Company in payment of the exercise price of a stock option issued under this Plan or an Earlier Plan, (ii) Shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an award under this Plan or an Earlier Plan, (iii) Shares repurchased by the Company with proceeds received from the exercise of a stock option issued under this Plan or an Earlier Plan, and (iv) Shares subject to a stock appreciation right award issued under this Plan or an Earlier Plan that are not issued in connection with the stock settlement of that award upon its exercise.
(c)
Counting Shares Again Available. Each Share that again becomes available for Awards as provided in Section 4(b) shall correspondingly increase the share reserve under Section 4(a) by one Share.
(d)
Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall supplement the Share reserve under Section 4(a). Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.
(e)
No Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a whole number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.
(f)
Limits on Awards to Non-Employee Directors. The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all Awards granted during any calendar year to any Non-Employee Director (excluding any Awards granted at the election of a Non-Employee Director in lieu of all or any portion of retainers or fees otherwise payable to Non-Employee Directors in cash) with respect to such individual’s Service as a Non-Employee Director shall not exceed $750,000.
5. Eligibility. Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees.
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6. General Terms of Awards.
(a)
Award Agreement. Each Award shall be evidenced by an Award Agreement setting forth the amount of the Award together with such other terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An Award to a Participant may be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal amount.
(b)
Vesting and Term. Each Award Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable, expire (which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6(b), the applicable vesting conditions and any applicable performance period. Awards that vest based solely on the satisfaction by the Participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable Grant Date (during which no portion of the Award may be scheduled to vest), and Awards whose grant or vesting is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a Change in Control as provided in Section 12(b)(2), 12(b)(4) or 12(c), (ii) a termination of Service due to death, Disability or Retirement, (iii) to a Substitute Award that does not reduce the vesting period of the Award being replaced, (iv) Awards made in payment of or exchange for other compensation already earned and payable, and (v) outstanding, exercised and settled Awards involving an aggregate number of Shares not in excess of 5% of the Plan’s share reserve specified in Section 4(a). For purposes of Awards to Non-Employee Directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the date of the next annual meeting of the Company’s stockholders provided that such annual meetings are at least 50 weeks apart.
(c)
Transferability. Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may, however, provide in an Award Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations order or may be transferable by gift to any “family member” (as defined in General Instruction A.1(a)(5) to Form S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms and conditions that were applicable to that Award immediately before the Annual Meeting.

transfer thereof. For purposes of any provision of the Plan relating to notice to a Participant or to acceleration or termination of an Award upon the death or termination of Service of a Participant, the references to “Participant” shall mean the original grantee of an Award and not any transferee.
(d)
Designation of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries to exercise any Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death. Any such designation shall be on a form approved by the Company and shall be effective upon its receipt by the Company.
(e)
Termination of Service. Unless otherwise provided in an applicable Award Agreement or another then-effective written agreement between a Participant and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all of its Affiliates terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):
(1)
Upon termination of Service for Cause, or upon conduct during a post-termination exercise period that would constitute Cause, all unexercised Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.
(2)
Upon termination of Service for death or Disability, all unvested portions of any outstanding Awards shall vest in full immediately. If the vesting of any such Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 6(e)(2) at the target level of performance.
(3)
Upon a Retirement, if the Participant provided written notice to the Company of his or her intention to retire at least six months prior to the date of termination of Service due to Retirement, and at least six months have elapsed between the date of grant of the Award and Participant’s termination of service due to Retirement, then outstanding unvested Awards will continue to vest in accordance with their applicable vesting schedule, subject to continued compliance with any restrictive covenant agreement.
(4)
Upon termination of Service for any reason other than death, Disability or Retirement, all unvested and unexercisable portions of any outstanding Awards shall be immediately forfeited without consideration.
(5)
Upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant thereafter dies during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised for a period of one year after the date of such termination.
(6)
Upon termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of one year after the date of such termination.
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(f)
Rights as Stockholder. No Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.
(g)
Performance-Based Awards. Any Award may be granted as a performance-based Award if the Committee establishes one or more measures of corporate, business unit or individual performance which must be attained, and the performance period over which the specified performance is to be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have been attained and other applicable terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability, lapse of restrictions and/or settlement of such Award has been earned. The Committee shall also have the authority to provide, in an Award Agreement or otherwise, for the modification of a performance period and/or adjustments to or waivers of the achievement of performance goals under specified circumstances such as (i) the occurrence of events that are unusual in nature or infrequently occurring, such as a Change in Control, an equity restructuring (as described in Section 12(a)), acquisitions, divestitures, restructuring activities, recapitalizations, or asset write-downs, (ii) a change in applicable tax laws or accounting principles, or (iii) the Participant’s death or Disability.
(h)

For address changes, mark here.

(see reverse

Dividends and Dividend Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject to an Option or SAR Award. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the Shares to which such dividends or distributions relate. In its discretion, the Committee may provide in an Award Agreement for instructions)

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator,a Stock Unit Award or an Other Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares, on the units or other fiduciary, please give full titleShare equivalents subject to the Stock Unit Award or Other Stock-Based Award, and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as such. Joint owners shouldthe units or other Share equivalents to which such dividend equivalents relate. The additional terms of any such dividend equivalents will be as set forth in the applicable Award Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or Share equivalents. Any Shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award or an Earlier Plan Award shall be counted against, and replenish upon any subsequent forfeiture, the Plan’s share reserve as provided in Section 4.

(i)
Deferrals of Full Value Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance of Shares or payment of cash in settlement of any Full Value Award, subject to such terms, conditions, rules and procedures as it may establish or prescribe for such purpose and with the intention of complying with the applicable requirements of Code Section 409A. The terms, conditions, rules and procedures for any such deferral shall be set forth in writing in the relevant Award Agreement or in such other agreement, plan or document as the Committee may determine, or some combination of such documents. The terms, conditions, rules and procedures for any such deferral shall address, to the extent relevant, matters such as: (i) the amount of compensation that may or must be deferred (or the method for calculating the amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms and conditions of any deferral elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest or dividend equivalents on deferred amounts.
7. Stock Option Awards.
(a)
Type and Exercise Price. The Award Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which each sign personally. All holders must sign. IfShare subject to an Option Award may be purchased shall be determined by the Committee and set forth in the Award Agreement, and shall not be less than the Fair Market Value of a corporation or partnership, please signShare on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive Stock Options, Code Section 424).
(b)
Payment of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in full corporateat the time of exercise. The purchase price may be paid in cash or partnership namein such other manner as the Committee may permit, including by authorized officer.

payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in either case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).
(c)
Exercisability and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Award Agreement. No Option Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall be deemed to have terminated.
(d)
Incentive Stock Options.
(1)
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)DateAn Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee, and only to the extent that (i) it is so designated in the applicable Award Agreement and (ii) the aggregate Fair Market Value (determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its
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Important Notice Regarding

Affiliates) does not exceed $100,000 or such other amount specified by the AvailabilityCode. To the extent an Option Award granted to a Participant exceeds this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Option Awards under the Plan shall be 2,500,000, subject to adjustment as provided in Section 12(a).
(2)
No Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined voting power of the Company’s or an Affiliate’s then outstanding Voting Securities, unless (i) the per Share exercise price for such Award is at least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after its Grant Date.
(3)
For purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.
(4)
If an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such Option shall thereafter be treated as a Non-Qualified Stock Option.
(5)
The Award Agreement covering an Incentive Stock Option Award shall contain such other terms and provisions that the Committee determines necessary to qualify the Option Award as an Incentive Stock Option Award.
8. Stock Appreciation Right Awards.
(a)
Nature of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee, and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised, over (ii) the aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A).
(b)
Exercise of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Award Agreement. No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided in the Award Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Award Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the exercise of a SAR Award.
9. Restricted Stock Awards.
(a)
Vesting and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the requirements of Section 6(b). The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights if such additional consideration has been required and some or all of a Restricted Stock Award does not vest.
(b)
Shares Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release of vested Shares (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, such vested Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except as otherwise provided in the Plan or an applicable Award Agreement, a Participant with a Restricted Stock Award shall have all the rights of a stockholder, including the right to vote the Shares of Restricted Stock.
10. Stock Unit Awards.
(a)
Vesting and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the requirements of Section 6(b). If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, the
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extent to which they are achieved over the specified performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than the target number of Stock Units stated in the Award Agreement. The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.
(b)
Settlement of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares as determined by the Committee.
11. Other Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.
12. Changes in Capitalization, Corporate Transactions, Change in Control.
(a)
Adjustments for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code.
(b)
Corporate Transactions. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant and the Company, the following provisions shall apply to outstanding Awards in the event of a Change in Control that involves a Corporate Transaction.
(1)
Continuation, Assumption or Replacement of Awards. In the event of a Corporate Transaction, then the surviving or successor entity (or its Parent) may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments as may be required or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to Section 12(b)(4) below. A surviving or successor entity may elect to continue, assume or replace only some Awards or portions of Awards. For purposes of this Section 12(b)(1), an Award shall be considered assumed or replaced if, in connection with the Corporate Transaction and in a manner consistent with Code Section 409A (and Code Section 424 if the Award is an ISO), either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its Parent) with appropriate adjustments to the number and type of securities subject to the Award and the exercise price thereof that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction, or (ii) the Participant has received a comparable equity-based award that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction and contains terms and conditions that are substantially similar to those of the Award. To the extent vesting of any Award continued, assumed or replaced as provided in this Section 12(b)(1) is subject to satisfaction of specified performance goals, those goals shall be deemed to have been achieved at the target level of performance for purposes of satisfying the performance-based vesting condition and determining the intrinsic value of the Award, but the Award will continue to be subject to any continuing service-based vesting requirements.
(2)
Acceleration. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then (i) all outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time prior to the effective time of the Corporate Transaction as is deemed fair and equitable by the Committee, and shall terminate at the effective time of the Corporate Transaction, (ii) all outstanding Full Value Awards shall fully vest immediately prior to the effective time of the Corporate Transaction, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(b)(2) if the performance goals are deemed to have been satisfied at the target level of performance. The Committee shall provide written notice of the period of accelerated exercisability of Option and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability is accelerated as provided in this Section 12(b)(2) shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before such consummation.
(3)
Payment for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then the Committee may provide that some or all of such outstanding Awards shall be
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canceled at or immediately prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in this Section 12(b)(3). The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(3). The payment for any Award canceled shall be in an amount equal to the difference, if any, between (i) the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Corporate Transaction for the Annual Meeting:number of Shares subject to the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award. If the amount determined pursuant to the preceding sentence is not a positive number with respect to any Award, such Award may be canceled pursuant to this Section 12(b)(3) without payment of any kind to the affected Participant. With respect to an Award whose vesting is subject to the satisfaction of specified performance goals, the number of Shares subject to such an Award for purposes of this Section 12(b)(3) shall be the number of Shares as to which the Award would have been deemed “fully vested” for purposes of Section 12(b)(2). Payment of any amount under this Section 12(b)(3) shall be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Corporate Transaction, and may, in the Committee’s discretion, include subjecting such payments to vesting conditions comparable to those of the Award canceled, subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Corporate Transaction, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms.
(4)
Termination After a Corporate Transaction. If and to the extent that Awards are continued, assumed or replaced under the circumstances described in Section 12(b)(1), and if within 24 months after the Corporate Transaction a Participant experiences an involuntary termination of Service for reasons other than Cause, or, if so provided in an Award Agreement, voluntarily terminates his or her Service for Good Reason, then (i) outstanding Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full and shall remain exercisable for one year following the Participant’s termination of employment, and (ii) any Full Value Awards that are not yet fully vested shall immediately vest in full.
(c)
Other Change in Control. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant and the Company, in the event of a Change in Control that does not involve a Corporate Transaction, all Awards will continue in accordance with their terms; provided, however, (i) to the extent vesting of any Award is subject to satisfaction of specified performance goals, those goals shall be deemed to have been achieved at the target level of performance as of the date of the Change in Control, but the Award will continue to be subject to any continuing service-based vesting requirements, and (ii) if within 24 months after the Change in Control a Participant experiences an involuntary termination of Service for reasons other than Cause or, if so provided in an Award Agreement, voluntarily terminates his or her Service for Good Reason, then (A) outstanding Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full and shall remain exercisable for one year following the Participant’s termination of employment, and (B) subject to clause (C) below, any Full Value Awards that are not yet fully vested shall immediately vest in full, and (C) to the extent vesting of any Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(c) if the performance goals are deemed to have been satisfied at the target level of performance.
(d)
Dissolution or Liquidation. Unless otherwise provided in an applicable Award Agreement, in the event of a proposed dissolution or liquidation of the Company, the Committee will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. An Award will terminate immediately prior to the consummation of such proposed action.
13. Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Award Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.

14. Tax Withholding.The Notice,Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant, including from payroll, an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, to the extent that any shares are eligible for settlement at the time of taxation, the Committee may permit the Participant to satisfy all or any part of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each applicable jurisdiction) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant pursuant to the Award, or by transferring to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.
15. Effective Date, Duration, Amendment and Termination of the Plan.
(a)
Effective Date. The Plan shall become effective on the date it is approved by the Company’s stockholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No Awards shall be made under the Plan prior to its effective date.
Stericycle, Inc. - 2021 Proxy Statement  and Annual Report are available atwww.proxyvote.com.89

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(b)
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
E72385-P17486    
Duration of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired or terminated, the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the effective date of the Plan, whichever occurs first (the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance with their terms and the terms of the Plan unless otherwise provided in the applicable Award Agreements.

STERICYCLE, INC.

2019 ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 22, 2019 at 8:30 a.m. Central Daylight Time

Loews Chicago O’Hare Hotel

5300 N. River Road

Rosemont, Illinois 60018

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I or we hereby appoint each of Brian P. Anderson, Lynn D. Bleil and Mike S. Zafirovski (the “proxies”) as my or our proxy, each with the power to appoint his or her substitute, and authorize each of them acting alone to vote all of the shares of common stock, par value $.01 per share,
(c)
Amendment and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.
(d)
Amendment of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Award Agreement evidencing an Award previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without the Participant’s consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or any compensation recovery policy as provided in Section 16(i).
(e)
No Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option or Stock Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant of any Full Value Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater than the current Fair Market Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules as a “repricing” of such Option or Stock Appreciation Right Award, unless such action is first approved by the Company’s stockholders.

16. Other Provisions.
(a)
Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured general creditor of the Company.
(b)
Limits of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(d) of the Plan) in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan.
(c)
Compliance with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s Shares may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under federal or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes and not for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption from the registration requirements of, such securities laws. Any stock certificate or book-entry evidencing Shares issued under the Plan that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction. Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall in all events be subject to compliance with applicable Company policies, including those relating to insider trading, pledging or hedging transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided in Section 16(i).
(d)
Other Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity or severance pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided by such other plan, contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.
(e)
Governing Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware without regard to its conflicts-of-law principles and shall be construed accordingly.
(f)
Severability. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
90  Stericycle, Inc. (the “Company”) held of record by me or us on March 28, 2019 at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 22, 2019 at 8:30 a.m. Central Daylight Time, at the Loews Chicago O’Hare Hotel, 5300 N. River Road, Rosemont, Illinois 60018, and at any adjournment of the Annual Meeting.

If properly completed and returned, this - 2021 Proxy will be voted as directed. If no direction is given,Statement

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(g)
Code Section 409A. It is intended that (i) all Awards of Options, SARs and Restricted Stock under the Plan will not provide for the deferral of compensation within the meaning of Code Section 409A and thereby be exempt from Code Section 409A, and (ii) all other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A, or will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted in accordance with this intent. The Plan and any Award Agreement may be unilaterally amended by the Company in any manner deemed necessary or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A, and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything to the contrary in the Plan or any Award Agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:
(1)
If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as the Participant has experienced a “separation from service” as such term is defined for purposes of Code Section 409A;
(2)
If any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service” at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the Committee has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified in accordance with the default provisions specified under Code Section 409A.

None of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Code Section 409A, (ii) have any obligation to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the avoidance of any additional tax liabilities under Code Section 409A, and (iii) shall have any liability to any Participant for any such tax liabilities.
(h)
Rule 16b-3. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 16(h), that provision to the extent possible shall be interpreted and deemed amended in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted by law and in the manner deemed advisable by the Committee.
(i)
Forfeiture and Compensation Recovery.
(1)
The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause; violation of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality provisions that apply to the Participant; a determination that the payment of the Award was based on an incorrect determination that financial or other criteria were met or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates.
(2)
Awards and any compensation associated therewith may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. Any Award Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.
Stericycle, Inc. - 2021 Proxy will be voted in accordance with the recommendations of the Company’s Board of Directors, i.e., FOR each of the 10 nominees for election as a director (Item 1), FOR the advisory vote to approve executive compensation (Item 2), FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019 (Item 3), and AGAINST the stockholder proposal entitled Special Shareholder Meeting Improvement (Item 4). This Proxy will be voted in the best judgment of the proxies in respect of any other business that properly comes before the Annual Meeting.Statement  91

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE

Address changes/comments:

(If you noted any Address Changes and/or Comments above, please mark the corresponding box on the reverse side.)

(Continued and to be signed on reverse side.)


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